With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that series). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any series. However, without the consent of each holder of a Security of any series affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder): (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture; (b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; (c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or (d) if applicable, make any change that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 2 contracts
Sources: Indenture (Amkor International Holdings, LLC), Indenture (Amkor Technology Inc)
With the Consent of Holders. Subject to Section 6.07, the Company Issuer, the Mexican Trustee and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Notes with the written consent of the holders Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series Notes (including without limitation consents obtained in connection with a purchase of, or a tender offer or exchange offer for Securities of that seriesfor, Notes). Subject to Sections Section 6.04 and Section 6.07, the holders Holders of a majority in principal amount of the Securities then then-outstanding Notes (including without limitation by consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes) may also waive compliance in a particular instance by the Company Issuer with any provision of this Indenture or the Securities of any seriesNotes. However, without the consent of each holder Holder of a Security of any series an outstanding Note affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Securities of such series Notes held by a non-consenting holder):Holder:
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of Notes whose Holders must consent to an Original Issue Discount Security amendment or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenturewaiver;
(b) reduce the percentage rate of or change or have the effect of changing the time for payment of Interest on any Notes;
(c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor;
(d) make any Notes payable in money other than that stated in the Notes;
(e) make any change in provisions of this Indenture entitling each Holder to receive payment of principal and Interest on such Holder’s Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(f) reduce the outstanding Securities Change of Control Payment of any seriesNote or amend or modify in any manner adverse to the Holders, the consent Issuer’s obligation to make payment of whose holders is required for such Change of Control Payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(g) make any such supplemental indenture, change in the provisions of the Indenture described under Section 4.12 that adversely affects the rights of any Holder or amend the consent terms of whose holders is required for the Notes in a way that would result in a loss of exemption from Taxes;
(h) make any waiver (of compliance with certain change to the provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;the Notes that adversely affect the ranking of the Notes; and
(ci) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or
(d) if applicable, make any change that impairs or adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price rights of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesNotes. To secure a consent or waiver of the holders of Securities Holders under this SectionSection 9.02, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section Article IX becomes effective, the Company Issuer shall mail to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment or waiver. In order The failure to amend give such notice to all Holders, or any provisions of Article XIdefect therein, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely shall not impair or affect the rights validity of holders of Securities of such seriesan amendment or waiver under this Article IX.
Appears in 2 contracts
Sources: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
With the Consent of Holders. Subject (a) This Section 7.02 supersedes and replaces Section 14.02 of the Base Indenture with respect to the Notes, and references to “Section 6.0714.02” of the Base Indenture shall instead refer to this “Section 7.02” of this First Supplemental Indenture. The terms of the Notes or the terms of the Indenture with respect to the Notes may be amended, supplemented or otherwise modified by the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Trustee, at any time and from time to time, with the written consent of the holders Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series Outstanding Notes (including consents obtained evidenced as provided in connection with a tender offer or exchange offer for Securities of that series). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount Article VIII of the Securities then outstanding may also waive compliance Base Indenture) for the purpose of adding any provisions to or changing in a particular instance by any manner or eliminating any provisions of the Company with any provision of this Indenture or of modifying in any manner the Securities rights of any series. Howeverthe Holders of the Notes; provided that no such amendment, supplement or modification shall, without the consent of the Holder of each holder of a Security of any series affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder):Outstanding Note:
(ai) change extend the Stated Maturity of the principal of, or any installment of principal of or interest on, any Securitythe Notes, or reduce the principal amount or Redemption Price thereof or the rate of interest thereon or any premium payable upon the redemption thereofthereon, or reduce extend the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.02of, or change any Place the place of Payment payment where, or the coin or currency Currency in whichwhich the principal of and premium, any Security or any premium if any, or interest thereon on the Notes is denominated or payable, change the ranking of such Notes or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, or in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(cii) modify any of the provisions of this SectionSection 7.02, Section 4.09 6.06 of the Base Indenture or Section 6.047.06 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this the Indenture cannot be amended, modified or waived without the consent of the holder Holder of each Outstanding Security Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder Holder with respect to changes in the references to "“the Trustee" ” and concomitant changes in this Section 7.02 and Section 4.096.06 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 Section 11.06 of the Base Indenture and 9.01(h)Section 7.01(d) of this First Supplemental Indenture.
(iii) amend, waive or otherwise modify the provisions of Article III with respect to the Notes; or
(div) if applicablemodify, make any change without the written consent of the Trustee, the rights, duties or immunities of the Trustee.
(b) Any amendment, supplement or waiver that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, Notes or which modifies the rights of the Holders of Securities of such series the Notes with respect to such covenant or other provision, shall be deemed to not to affect the rights under this the Indenture of the Holders of Securities the Notes of any other series. To secure a consent of the holders of Securities under this Section, it .
(c) It shall not be necessary for such holders the consent of the Holders of the Notes under this Section 7.02 to approve the particular form of any proposed amendment or waiveramendment, but it shall be sufficient if such consent approves shall approve the substance thereof.
(d) The Company may set a record date for purposes of determining the identity of the Holders of the Notes entitled to give a written consent or waive compliance by the Company as authorized or permitted by this Section 7.02. After an amendment Such record date shall not be more than 30 days prior to the first solicitation of such consent or waiver under or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 312 of the Trust Indenture Act.
(e) Promptly after the execution by the Company and the Trustee of any amendment, supplement or modification pursuant to the provisions of this Section becomes effective7.02, the Company shall mail to holders of Securities a notice, setting forth in general terms the substance of such series affected by amendment, supplement or modification, to the amendment Holders of the Notes at their addresses as the same shall then appear in the Register of the Company. Any failure of the Company to mail such notice, or waiver a notice briefly describing any defect therein, shall not, however, in any way impair or affect the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities validity of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such seriesamendment, supplement or modification.
Appears in 1 contract
Sources: First Supplemental Indenture (DENTSPLY SIRONA Inc.)
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Notes with the written consent of the holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in aggregate principal amount of the Securities Convertible Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Convertible Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Notes. However, without the consent of each holder of a Security of any series Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Convertible Notes held by a non-consenting holder):
(a) reduce the principal amount of Convertible Notes whose holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or premium on or change the Stated Maturity fixed maturity of any Convertible Note or alter the redemption or mandatory repurchase provisions with respect thereto;
(c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Note;
(d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Convertible Notes (except a rescission of acceleration of the Convertible Notes by the holders of at least a majority in aggregate principal amount of the Convertible Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(e) change the coin or currency of payment of principal of, or any installment of principal of premium, if any, or interest onor Liquidated Damages, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionif any, on or after the Redemption Date), or modify any Convertible Note;
(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Convertible Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Convertible Notes;
(g) waive a redemption or mandatory repurchase payment with respect to any Convertible Notes;
(h) except as permitted herein (including Section 9.01(a)), increase the subordination Conversion Price or modify the provisions contained herein relating to conversion of such series of Securities the Convertible Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)thereof; or
(di) if applicable, make any adverse change that adversely affects to the right abilities of holders of Convertible Notes to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the enforce their rights under this Indenture of the Holders of Securities of any other seriesIndenture. To secure a consent of the holders of Securities Convertible Notes under this SectionSection 9.02, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, (i) holders of at least 75% in aggregate principal amount of Securities of any series Convertible Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities Convertible Notes and (ii) each holder of Senior Debt must consent to such amendment if such amendment would adversely affect the rights of such seriesholder of Senior Debt.
Appears in 1 contract
With the Consent of Holders. Subject to Section 6.076.7, the Company and the Trustee may amend or supplement this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Subordinated Notes). Subject to Sections 6.04 6.4 and 6.076.7, the holders of a majority in principal amount of the Securities Convertible Subordinated Notes then outstanding may also waive any existing default or compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Subordinated Notes. However, without the consent of each holder of a Security of any series Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Convertible Subordinated Notes held by a non-consenting holder):
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenturewaiver;
(b) reduce the percentage in principal amount of or premium on or change the outstanding Securities fixed maturity of any seriesConvertible Subordinated Note or, except as permitted pursuant to Section 9.1(a), alter the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance redemption provisions with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturerespect thereto;
(c) modify any of reduce the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09rate of, or change the deletion of this provisotime for payment of, in accordance with the requirements of Sections 7.08 and 9.01(h); orinterest, including defaulted interest, on any Convertible Subordinated Note;
(d) waive a Default or Event of Default in the payment of principal of or premium, if applicableany, make any change that adversely affects or interest on the right to convert any security as provided in Article XII or pursuant to Section 2.02 Convertible Subordinated Notes (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price a rescission of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights acceleration of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected Convertible Subordinated Notes by the amendment or waiver a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% a majority in aggregate principal amount of Securities of any series the Convertible Subordinated Notes then outstanding must consent and a waiver of the payment default that resulted from such acceleration);
(e) make the principal of, or premium, if any, or interest on, any Convertible Subordinated Note payable in money other than as provided for herein and in the Convertible Subordinated Notes;
(f) make any change in the provisions of this Indenture relating to such amendment if such amendment would adversely affect waivers of past Defaults or Events of Default or the rights of holders of Securities Convertible Subordinated Notes to receive payments of such series.principal of, premium, if any, or interest on the Convertible Subordinated Notes; (g) waive a redemption payment with respect to any Convertible Subordinated Notes;
Appears in 1 contract
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend or supplement this Indenture or the Securities or enter into one or more indentures supplement hereto Notes with the written consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesthe Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of Company and the Securities then outstanding Trustee may also waive any existing Default or compliance in a any particular instance by the Company with any provision of this Indenture or the Securities Notes with the consent of any seriesthe Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes). However, without the consent of each holder of a Security of any series Holder affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Notes held by a non-consenting holderHolder):
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof of Notes whose Holders must consent to an amendment, supplement or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenturewaiver;
(b) reduce the percentage in principal amount of or change the outstanding Securities fixed maturity of any seriesNote or, except as permitted pursuant to Section 9.01, alter the consent of whose holders is required for any such supplemental indenture, redemption or the consent of whose holders is required for any waiver (of compliance repurchase provisions with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenturerespect thereto;
(c) modify reduce the rate of or amount of, or change the time for payment of, interest, including defaulted interest and Liquidated Damages, if any, and any Redemption Price, Purchase Price or Designated Event Repurchase Price, if applicable, on any Note;
(d) waive a Default or Event of Default in the payment of principal of or interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(e) make any Note payable in money other than as provided for herein and in the Notes;
(f) make any change in the provisions of this SectionIndenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or interest or Liquidated Damages, Section 4.09 if any, and any Redemption Price, Purchase Price or Section 6.04Designated Event Repurchase Price, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without if applicable, on the consent of Notes;
(g) waive the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent payment of any holder Designated Event Repurchase Price with respect to changes any Note;
(h) decrease the Conversion Rate or, except as permitted herein (including Section 9.01), modify the provisions contained herein relating to conversion of the Notes in a manner adverse to the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)Holders thereof; or
(di) if applicable, make any change that adversely affects to the right abilities of Holders to convert any security as provided in Article XII enforce their rights hereunder or pursuant to Section 2.02 the provisions of clauses (except as permitted by Section 9.01(i)a) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision through (i) of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 9.02. To secure a consent of the holders of Securities Holders under this Section, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 1 contract
Sources: Indenture (Delta Air Lines Inc /De/)
With the Consent of Holders. (A) Generally. Subject to Section 6.07Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company Company, the Guarantors and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto may, with the written consent of the holders Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities of such series (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities of that seriesfor, Notes). Subject to Sections 6.04 and 6.07, amend or supplement this Indenture, the holders Notes or the Guarantees or waive compliance with any provision of this Indenture, the Notes or the Guarantees. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture, the Notes or the Guarantees, or waiver of any provision of this Indenture, the Notes or the Guarantees, may:
(i) reduce the principal, or change the stated maturity, of any Note;
(ii) reduce the Redemption Price or the Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;
(iii) reduce the rate, or extend the time for the payment, of interest on any Note;
(iv) make any change that adversely affects the Exchange rights of any Note;
(v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);
(vi) change the ranking of the Notes or the Guarantees;
(vii) modify or amend the terms and conditions of the obligations of any Guarantor, as a guarantor of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than (x) any elimination of a majority Guarantee in principal accordance with this Indenture; or (y) to give effect to any Holdings Business Combination Event or any Subsidiary Guarantor Business Combination Event, in each case, in accordance with this Indenture;
(viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;
(ix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or
(x) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Securities then outstanding may also waive compliance Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii), and (iv) of this Section 8.02(A) and except as provided in a particular instance by Section 8.01(G), no amendment or supplement to this Indenture or the Company with Notes, or waiver of any provision of this Indenture or the Securities Notes, may change the amount or type of consideration due on any series. HoweverNote (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon Exchange, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each holder of a Security of any series affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder):
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or
(d) if applicable, make any change that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such seriesHolder.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto with the written consent of the holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesSecurities). Subject to Sections 6.04 and 6.07, the holders of a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for Securities) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesSecurities. However, without the consent of each holder of a Security of any series Securities affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder):
(ai) change reduce the Stated Maturity principal amount of Securities whose holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of, or premium on, or change the fixed maturity of any installment Security or, except as permitted pursuant to clauses (i), (vii), (viii) or (ix) of Section 9.01, alter the redemption or repurchase provisions in a manner adverse to the holders of Securities;
(iii) reduce the Redemption Price, Repurchase Price or Fundamental Change Redemption Price due with respect to any Security;
(iv) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Additional Amounts on any Security;
(v) waive a Default or Event of Default in the payment of principal of of, premium, if any, or interest onor Additional Amounts, any Securityif any, or reduce on the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon Securities (except a declaration rescission of acceleration of the Maturity thereof pursuant to Section 6.02Securities by the holders of at least a majority in aggregate principal amount of the Securities then outstanding and a waiver of the payment default that resulted from such acceleration);
(vi) make the principal of, or change any Place of Payment wherepremium, if any, or the coin interest or currency in whichAdditional Amounts, if any, on any Security payable in money or any premium or interest thereon is payable, or impair the right to institute suit securities other than as provided for the enforcement of any such payment on or after the Stated Maturity thereof (or, herein and in the case of redemption, on or after the Redemption Date), or modify Securities;
(vii) make any change in the provisions of this Indenture relating to the rights of holders of Securities to receive payments of principal of, premium, if any, or interest or Additional Amounts, if any, on the Securities;
(viii) waive a Fundamental Change with respect to any Securities;
(ix) increase the subordination Conversion Price or, except as permitted herein (including Sections 9.01(i), (iv) and (v)) or in the Securities, modify the provisions contained herein relating to conversion of such series of the Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)thereof; or
(dx) if applicable, make any change that adversely affects to the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights abilities of holders of Securities to enforce their rights hereunder or the provisions of such seriesclauses (i) through (ix) of this Section 9.
Appears in 1 contract
Sources: Indenture (Western Wireless Corp)
With the Consent of Holders. (a) Subject to Section 6.07, the Company Issuer, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture (including the Subsidiary Guarantees) and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto with the written consent of the holders Holders of at least not less than a majority in aggregate principal amount of the then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that series). Subject Securities) and, pursuant to Sections 6.04 and 6.07Section 6.04, the holders Holders Table of Contents of not less than a majority in aggregate principal amount of the outstanding Securities then outstanding by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Securities) may also waive any existing Default or Event of Default or compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture or Indenture, the Securities or any Subsidiary Guarantee. Notwithstanding the foregoing provisions of any series. Howeverthis Section 9.02(a), without the consent of each holder Holder of a an outstanding Security of any series affected, an amendment amendment, supplement or waiver, including a waiver under this pursuant to Section 6.04, may not (with respect to any Securities of such series held by a non-consenting holder):not:
(ai) change reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the rate of or extend the time for payment of interest on any Security;
(iii) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or ;
(iv) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce repurchase of any Security; or change the amount date on which any Security may be redeemed as described under Article 3 of this Indenture or Section 5 of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, Securities;
(v) make any Security or any premium or interest thereon is payable, or payable in money other than that stated in such Security;
(vi) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this IndentureHolder’s Securities;
(bvii) reduce the percentage in principal amount of the outstanding Securities of make any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes change in the references to "the Trustee" and concomitant changes amendment, supplement or waiver provisions described in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h9.02(a); or
(dviii) if applicable, make any material change that adversely affects in the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease Special Mandatory Redemption provisions set forth on the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights reverse side of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it Security.
(b) It shall not be necessary for such holders the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereof. of the proposed amendment, supplement or waiver.
(c) After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail deliver to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment such amendment, supplement or waiver. In order However, the failure to amend give such notice to all Holders, or any provisions of Article XIdefect therein, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely shall not impair or affect the rights validity of holders of Securities of such seriesan amendment, supplement or waiver under this Section 9.02.
Appears in 1 contract
With the Consent of Holders. (a) Subject to Section 6.07, the Company Company, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture (including the Subsidiary Guarantees) and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto with the written consent of the holders Holders of at least not less than a majority in aggregate principal amount of the then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that series). Subject Securities) and, pursuant to Sections 6.04 and 6.07Section 6.04, the holders Holders of not less than a majority in aggregate principal amount of the outstanding Securities then outstanding by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Securities) may also waive any existing Default or Event of Default or compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture or Indenture, the Securities or any Subsidiary Guarantee. Notwithstanding the foregoing provisions of any series. Howeverthis Section 9.02(a), without the consent of each holder Holder of a an outstanding Security of any series affected, an amendment amendment, supplement or waiver, including a waiver under this pursuant to Section 6.04, may not (with respect to any Securities of such series held by a non-consenting holder):not:
(ai) change reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the rate of or extend the time for payment of interest or any Additional Interest on any Security;
(iii) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or ;
(iv) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce repurchase of any Security; or change the amount date on which any Security may be redeemed as described under Article 3 of this Indenture or Section 5 of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, Securities;
(v) make any Security or any premium or interest thereon is payable, or payable in money other than that stated in such Security;
(vi) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)Holder’s Securities; or
(dvii) if applicable, make any change that adversely affects in the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securitiesamendment, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment supplement or waiver under provisions described in this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series9.02(a).
Appears in 1 contract
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities Convertible Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Convertible Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Notes. However, without the consent of each holder of a Security of any series Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Convertible Notes held by a non-consenting holder):
(a) reduce the principal amount of Convertible Notes whose holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the Stated Maturity fixed maturity of any Convertible Note or alter the mandatory repurchase provisions with respect thereto;
(c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Note;
(d) change the make-whole premium payable pursuant to Section 12.01(h) hereof;
(e) waive a Default or Event of Default in the payment of principal of or interest or Liquidated Damages, if any, on the Convertible Notes (except a rescission of acceleration of the Convertible Notes by the holders of at least a majority in aggregate principal amount of the Convertible Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(f) make the principal of, or any installment of principal of interest or interest Liquidated Damages, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium Convertible Note payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any in money other Security which would be due than as provided for herein and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify Convertible Notes;
(g) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Convertible Notes to receive payments of principal of, or interest or Liquidated Damages on the Convertible Notes;
(h) waive a mandatory repurchase payment with respect to any Convertible Notes;
(i) except as permitted herein (including Section 9.01(a)), increase the subordination Conversion Price or modify the provisions contained herein relating to conversion of such series of Securities the Convertible Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)thereof; or
(dj) if applicable, make any change that adversely affects to the right abilities of holders of Convertible Notes to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the enforce their rights under this Indenture of the Holders of Securities of any other seriesIndenture. To secure a consent of the holders of Securities Convertible Notes under this SectionSection 9.02, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series Convertible Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such seriesConvertible Notes.
Appears in 1 contract
Sources: Indenture (Credence Systems Corp)
With the Consent of Holders. Subject to Section 6.07, the Company and the Guarantor, when authorized by a Board Resolution, and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Notes with the written consent of the holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in aggregate principal amount of the Securities Convertible Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Notes. However, without the consent of each holder of a Security of any series Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder):not:
(a) reduce the percentage in aggregate principal amount of outstanding Convertible Notes whose holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or premium on or change the Stated Maturity fixed maturity of any Convertible Note or, except as permitted pursuant to Section 9.01(a), (d), (g) or (i), alter the redemption provisions with respect thereto;
(c) reduce the rate of or change the time for payment of interest, including defaulted interest, Additional Interest or a premium on any Convertible Note;
(d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Additional Interest, if any, on the Convertible Notes (except a rescission of acceleration of the Convertible Notes by the holders of at least a majority in aggregate principal amount of the Convertible Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(e) make the principal of, or any installment of principal of premium, if any, or interest or Additional Interest, if any, on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium Convertible Note payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any in money other Security which would be due than as provided for herein and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify Convertible Notes;
(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Convertible Notes to receive payments of principal of, premium, if any, or interest or Additional Interest, if any, on the Convertible Notes;
(g) waive a redemption payment with respect to any Convertible Notes;
(h) except as permitted herein (including Section 9.01(a)), increase the subordination Conversion Price or modify the provisions contained herein relating to conversion of such series of Securities the Convertible Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenturethereof;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(ci) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)Guarantee; or
(dj) if applicable, make any change that adversely affects to the right abilities of holders of Convertible Notes to convert any security as provided in Article XII enforce their rights hereunder or pursuant to Section 2.02 the provisions of clauses (except as permitted by Section 9.01(i)a) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision through (i) of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 9.02. To secure a consent of the holders of Securities Convertible Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 1 contract
Sources: Indenture (Nortel Networks Corp)
With the Consent of Holders. (a) Subject to Section 6.07, the Company Issuer, the Trustee and (as applicable) any Subsidiary Guarantor may amend or supplement this Indenture (including the Subsidiary Guarantees) and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto with the written consent of the holders Holders of at least not less than a majority in aggregate principal amount of the then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that series). Subject Securities) and, pursuant to Sections 6.04 and 6.07Section 6.04, the holders Holders of not less than a majority in aggregate principal amount of the outstanding Securities then outstanding by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Securities) may also waive any existing Default or Event of Default or compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture or Indenture, the Securities or any Subsidiary Guarantee. Notwithstanding the foregoing provisions of any series. Howeverthis Section 9.02(a), without the consent of each holder Holder of a an outstanding Security of any series affected, an amendment amendment, supplement or waiver, including a waiver under this pursuant to Section 6.04, may not (with respect to any Securities of such series held by a non-consenting holder):not:
(ai) change reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the rate of or extend the time for payment of interest on any Security;
(iii) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or ;
(iv) reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce repurchase of any Security; or change the amount date on which any Security may be redeemed as described under Article 3 of this Indenture or Section 5 of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, Securities;
(v) make any Security or any premium or interest thereon is payable, or payable in money other than that stated in such Security;
(vi) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, Holder’s Securities; or,
(vii) make any change in the case of Securities of any series that are convertible into Securities amendment, supplement or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided waiver provisions described in or pursuant to this Indenture;Section 9.02(a).
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or
(d) if applicable, make any change that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. To secure a consent of the holders of Securities under this Section, it It shall not be necessary for such holders the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be . It is sufficient if such consent approves the substance thereof. of the proposed amendment, supplement or waiver.
(c) After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail deliver to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment such amendment, supplement or waiver. In order However, the failure to amend give such notice to all Holders, or any provisions of Article XIdefect therein, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely shall not impair or affect the rights validity of holders of Securities of such seriesan amendment, supplement or waiver under this Section 9.02.
Appears in 1 contract
Sources: Indenture (Greif Inc)
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Senior Convertible Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series Senior Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesSenior Convertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities Senior Convertible Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesSenior Convertible Notes. However, without the consent of each holder of a Security of any series Senior Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Senior Convertible Notes held by a non-consenting holder):
(a) change reduce the Stated Maturity principal amount of Senior Convertible Notes whose holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of, or premium on, or change the fixed maturity of any installment Senior Convertible Note or, except as permitted pursuant to Section 9.01(a), (d), (g) or (h), alter the redemption or repurchase provisions with respect thereto;
(c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Senior Convertible Note;
(d) waive a Default or Event of Default in the payment of principal of or interest onpremium, any Securityif any, or reduce interest or Liquidated Damages on the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon Senior Convertible Notes (except a declaration rescission of acceleration of the Maturity thereof pursuant to Section 6.02Senior Convertible Notes by the holders of at least a majority in aggregate principal amount of the Senior Convertible Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(e) make the principal of, or change any Place of Payment wherepremium, if any, or the coin interest or currency in whichLiquidated Damages on, any Security or any premium or interest thereon is payable, or impair the right to institute suit Senior Convertible Note payable in money other than as provided for the enforcement of any such payment on or after the Stated Maturity thereof (or, herein and in the case of redemption, on or after the Redemption Date), or modify Senior Convertible Notes;
(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Senior Convertible Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Senior Convertible Notes;
(g) waive a redemption payment or a Designated Event Payment with respect to any Senior Convertible Notes;
(h) increase the subordination Conversion Price or, except as permitted herein (including Section 9.01(a)), modify the provisions contained herein relating to conversion of such series of Securities the Senior Convertible Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)thereof; or
(di) if applicable, make any change that adversely affects to the right abilities of holders of Senior Convertible Notes to convert any security as provided in Article XII enforce their rights hereunder or pursuant to Section 2.02 the provisions of clauses (except as permitted by Section 9.01(i)a) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision through (i) of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 9.02. To secure a consent of the holders of Securities Senior Convertible Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Senior Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 1 contract
Sources: Indenture (Gap Inc)
With the Consent of Holders. Subject to Section 6.076.7, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Secured Notes with the written consent of the holders Holders of at least a majority 66 2/3% in aggregate principal amount of the then outstanding Securities of such series Convertible Secured Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Secured Notes). Subject to Sections 6.04 6.4 and 6.076.7, the holders Holders of a majority 66 2/3% in aggregate principal amount of the Securities Convertible Secured Notes then outstanding may also waive compliance in a particular instance by the Company and/or the Subsidiary with any provision of this Indenture or the Securities of any seriesConvertible Secured Notes. However, without the consent of each holder of a Security of any series Holder affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder):not:
(a) reduce the principal amount of Convertible Secured Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or interest on or change the Stated Maturity fixed maturity of any Convertible Secured Note or except as permitted pursuant to Section 9.1, alter the principal redemption provisions with respect thereto;
(c) reduce the rate of, or extend the time for payment of, interest, including defaulted interest, on any installment Convertible Secured Note;
(d) waive a Default or Event of Default in the payment of principal of or interest on the Convertible Secured Notes (except a rescission of acceleration of the Convertible Secured Notes by the Holders of at least a majority in aggregate principal amount of the Convertible Secured Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(e) make the principal of or interest on, any SecurityConvertible Secured Note payable in money other than as provided for herein and in the Convertible Secured Notes;
(f) waive a redemption payment with respect to any Convertible Subordinated Note;
(g) except as permitted herein, increase the Conversion Price or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof except as permitted pursuant to Section 6.029.1, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions contained herein relating to conversion of this Indenture with respect to the subordination of such series of Securities Convertible Secured Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)Holders thereof; or
(dh) if applicable, make any change that adversely affects the right in provisions relating to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price waivers of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securitiesdefaults, or which modifies the rights of Holders to receive payments of principal of or interest on the Convertible Secured Notes or the abilities of Holders to enforce their rights hereunder or the provisions of Securities clauses (a) through (h) of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 9.2. To secure a consent of the holders of Securities Holders under this Section, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 1 contract
Sources: Indenture (Crown Resources Corp)
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities Convertible Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Convertible Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Notes. However, without the consent of each holder of a Security of any series Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Convertible Notes held by a non-consenting holder):
(a) reduce the principal amount of Convertible Notes whose holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the Stated Maturity fixed maturity of any Convertible Note or alter the principal mandatory repurchase provisions with respect thereto;
(c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, on any installment Convertible Note;
(d) change the make-whole premium payable pursuant to Section 12.01(h) hereof;
(e) waive a Default or Event of Default in the payment of principal of or interest onor premium, any Securityif any, or reduce on the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon Convertible Notes (except a declaration rescission of acceleration of the Maturity thereof pursuant to Section 6.02Convertible Notes by the holders of at least a majority in aggregate principal amount of the Convertible Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(f) make the principal of or interest or premium, or change any Place of Payment whereif any, or the coin or currency in whichon, any Security or any premium or interest thereon is payable, or impair the right to institute suit Convertible Note payable in money other than as provided for the enforcement of any such payment on or after the Stated Maturity thereof (or, herein and in the case of redemption, on or after the Redemption Date), or modify Convertible Notes;
(g) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Convertible Notes to receive payments of principal of or interest or premium, if any, on the Convertible Notes;
(h) waive a mandatory repurchase payment with respect to any Convertible Notes;
(i) except as permitted herein (including Section 9.01(a)), increase the subordination Conversion Price or modify the provisions contained herein relating to conversion of such series of Securities the Convertible Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)thereof; or
(dj) if applicable, make any change that adversely affects to the right abilities of holders of Convertible Notes to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the enforce their rights under this Indenture of the Holders of Securities of any other seriesIndenture. To secure a consent of the holders of Securities Convertible Notes under this SectionSection 9.02, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series Convertible Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such seriesConvertible Notes.
Appears in 1 contract
Sources: Indenture (LTX-Credence Corp)
With the Consent of Holders. Subject to Section 6.07, the Company Issuer, the Mexican Trustee and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Notes with the written consent of the holders Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such series Notes (including without limitation consents obtained in connection with a purchase of, or a tender offer or exchange offer for Securities of that seriesfor, Notes). Subject to Sections Section 6.04 and Section 6.07, the holders Holders of a majority in principal amount of the Securities then then-outstanding Notes (including without limitation by consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes) may also waive compliance in a particular instance by the Company Issuer with any provision of this Indenture or the Securities of any seriesNotes. However, without the consent of each holder Holder of a Security of any series an outstanding Note affected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Securities of such series Notes held by a non-consenting holder):Holder:
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of Notes whose Holders must consent to an Original Issue Discount Security amendment or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenturewaiver;
(b) reduce the percentage rate of or change or have the effect of changing the time for payment of Interest on any Notes;
(c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor;
(d) make any Notes payable in money other than that stated in the Notes;
(e) make any change in provisions of this Indenture entitling each Holder to receive payment of principal and Interest on such Holder’s Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(f) reduce the outstanding Securities Change of Control Payment of any seriesNote or amend or modify in any manner adverse to the Holders, the consent Issuer’s obligation to make payment of whose holders is required for such Change of Control Payment, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(g) make any such supplemental indenturechange in the provisions of the Indenture described under Section 4.12 that adversely affects the rights of any Holder or amend the terms of the Notes, or in each case, in a way that would result in a loss of exemption from Taxes;
(h) make any change to the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;the Notes that adversely affect the ranking of the Notes; and
(ci) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or
(d) if applicable, make any change that impairs or adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price rights of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesNotes. To secure a consent or waiver of the holders of Securities Holders under this SectionSection 9.02, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section Article IX becomes effective, the Company Issuer shall mail to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment or waiver. In order The failure to amend give such notice to all Holders, or any provisions of Article XIdefect therein, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely shall not impair or affect the rights validity of holders of Securities of such seriesan amendment or waiver under this Article IX.
Appears in 1 contract
Sources: Indenture (Cemex Sab De Cv)
With the Consent of Holders. Subject to Section 6.076.07 of this Indenture, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Senior Notes with the written consent of the holders of at least not less than a majority in aggregate principal amount of the then outstanding Securities of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of that series)Senior Notes. Subject to Sections 6.04 and 6.076.07 of this Indenture, the holders of a majority in principal amount of the Securities Senior Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesSenior Notes. However, without the consent of each holder of a Security of any series Senior Note affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities of such series held by a non-consenting holder):not:
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of Senior Notes whose holders must consent to an Original Issue Discount Security amendment, supplement or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenturewaiver;
(b) reduce the percentage in principal amount rate of or extend the outstanding Securities of time for payment of, interest, including defaulted interest, on any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this IndentureSenior Notes;
(c) reduce the principal of or premium on or change the fixed maturity of any Senior Note or alter the redemption provisions with respect thereto;
(d) make the principal of or premium, if any, or interest on, any Senior Note payable in money other than as provided for in this Indenture and the Senior Notes;
(e) waive a continuing default in the payment of the principal of or premium, if any, or interest on, or redemption or repurchase payment with respect to, any Senior Note, including, without limitation, a continuing failure to make payment when required upon a Change of Control or after an Asset Sale Trigger Date;
(f) after the Company's obligation to purchase the Senior Notes arises hereunder, to then amend, modify or change the obligation of the Company to make or consummate a Change of Control Offer in the event of a Change of Control or an Asset Sale Offer in the event of an Asset Sale Trigger Date or waive any default in the performance thereof or modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder definitions with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)any such offers; or
(dg) if applicable, make any change that adversely affects in provisions relating to waivers of defaults, the right abilities of holders of Senior Notes to convert any security as provided in Article XII enforce their rights hereunder or pursuant to Section 2.02 the provisions of clauses (except as permitted by Section 9.01(i)a) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision through (g) of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 9.02. To secure a consent of the holders of Securities under this SectionSection 9.02, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Senior Notes a notice briefly describing the amendment or waiver. In order Any failure of the Company to amend mail such notices or any provisions defect therein, shall not, however in any way impair or affect the validity of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such seriesor waiver.
Appears in 1 contract
Sources: Indenture (Telemundo Group Inc)
With the Consent of Holders. Subject to Section 6.07, With the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto with the written consent of the holders Holders of at least not less than a majority in aggregate principal amount of the then outstanding Outstanding Securities, by Act of said Holders delivered to the Issuer and the Fiscal Agent, the Issuer, when authorized by a Board Resolution, and the Fiscal Agent may amend this Agreement and the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement of such series (including consents obtained in connection with a tender offer or exchange offer for Securities of Securities; provided, however, that series). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any series. Howeverno such supplemental agreement shall, without the consent of the Holder of each holder of a Security of any series affected, an amendment or waiver under this Section may not (with respect to any Securities of such series held by a non-consenting holder):Outstanding Security:
(a1) change extend the Stated Maturity stated maturity of the principal or any installment of principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02thereon, or change any Place place of Payment wherepayment, or the coin or currency in which, which any Security or any premium or the interest thereon is payable, or impair the right of any Holder of Securities to receive payment of principal or interest on the Securities on or after the stated maturity thereof, or to institute suit for the enforcement of any such payment or delivery on or after the Stated Maturity thereof (stated maturity thereof; or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b2) reduce the percentage in principal amount of the outstanding Securities of any seriesOutstanding Securities, the consent of whose holders Holders is required for any such supplemental indenturemodification or amendment of this Agreement, or the consent of whose holders Holders is required for any waiver (of compliance with certain provisions of this Indenture Agreement or certain defaults hereunder and their consequences) provided for in this Indenture;Agreement; or
(c3) modify any of the provisions of this Section, Section 4.09 or Section 6.046(b), except to increase any such percentage of Holder consents required or to provide that certain other provisions of this Indenture Agreement cannot be modified or waived without the consent of the holder Holder of each Outstanding Security affected thereby; provided. In addition to the foregoing, howeverwithout the express written consent of the FDIC, the parties hereto agree not to amend, modify, supplement or waive any provision in this Agreement that is related to the principal, interest, payment, default or ranking of the Securities, that this clause shall not is required to be deemed included herein pursuant to the Master Agreement or the amendment of which would require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or
(d) if applicable, make any change that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant any or other provision, shall be deemed not to affect the rights under this Indenture all of the Holders of Securities of any other seriesSecurities. To secure a consent of the holders of Securities under this Section, it It shall not be necessary for such holders any Act of Holders of the Securities under this Section to approve the particular form of any proposed amendment or waiversupplemental agreement to this Agreement, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 1 contract
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Debentures with the written consent of the holders Holders of at least a majority in principal amount of the then outstanding Securities of such series Debentures (including without limitation consents obtained in connection with a purchase of, or a tender offer or exchange offer for Securities of that seriesfor, Debentures). Subject to Sections 6.04 and 6.07, the holders Holders of a majority in principal amount of the Securities then then-outstanding Debentures (including without limitation by consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Debentures) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesDebentures. However, without the consent of each holder Holder of a Security of any series Debenture affected, an amendment or waiver under this Section may not (not, with respect to any Securities of such series Debentures held by a non-consenting holder):Holder:
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the percentage in principal amount thereof of Debentures whose Holders must consent to an amendment of this Indenture or to waive any past Default;
(b) reduce the rate of or extend the stated time for payment of interest thereon or on any premium payable upon the redemption thereof, Debenture or reduce the amount or extend the stated time for payment of Additional Interest;
(c) reduce the principal of an Original Issue Discount Security or extend the stated maturity of any other Security which would be due and payable upon a declaration Debenture;
(d) make any change that adversely affects the conversion rights of acceleration of any Debenture;
(e) reduce the Maturity thereof pursuant to Section 6.02Redemption Price, or change any Place of Payment where, the Optional Repurchase Price or the coin Fundamental Change Payment of any Debenture or currency amend or modify in which, any Security or manner adverse to the Holders the Company’s obligation to make such payment;
(f) make any premium principal or interest thereon is payable, or payable in a currency other than that stated in the Debenture;
(g) impair the right of any Holder to receive payment of principal of and interest, including any Additional Interest, on such Holder’s Debentures on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after with respect to such Holder’s Debentures;
(h) change the Stated Maturity thereof ranking of the Debentures; or
(or, i) make any change in the case provisions of redemption, on clauses (a) through (h) of this Section 9.02 or after in the Redemption Date), or modify the waiver provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04which require each Holder’s consent, except to increase any such the percentage required for modification, amendment or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without for the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h); or
(d) if applicable, make any change that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesHolder. To secure a consent or waiver of the holders Holders of Securities Debentures under this Section, it shall not be necessary for such holders Holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section Article IX becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Holders a notice briefly describing the amendment or waiver. In order The failure to amend give such notice to all Holders, or any provisions of Article XIdefect therein, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely shall not impair or affect the rights validity of holders of Securities of such seriesan amendment or waiver under this Article IX.
Appears in 1 contract
Sources: Indenture (Gencorp Inc)
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series Convertible Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities Convertible Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Convertible Notes) may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Notes. However, without the consent of each holder of a Security of any series Convertible Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Convertible Notes held by a non-consenting holder):
(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or of Convertible Notes, reduce the rate or change the time of payment of (i) interest thereon or on any premium payable upon Convertible Note, (ii) the redemption thereofRedemption Price, (iii) the Interest Make-Whole Premium, (iv) the Fundamental Change Payment, or reduce (v) the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture Fundamental Change Make-Whole Premium with respect to any Convertible Note, or extend the subordination stated maturity of such series of Securities any Convertible Note or make any Convertible Note payable in a manner adverse to the holders of Securities of such series, or, money or securities other than that stated in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this IndentureConvertible Notes;
(b) make any change that adversely affects the right to convert any Convertible Note or the right to require the Company to repurchase or redeem a Convertible Note;
(c) reduce the percentage in principal amount of the outstanding Securities of holders whose consent is needed to modify, amend or waive any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for provision in this Indenture;
(cd) modify any of the provisions dealing with modification and waiver of this Section, Section 4.09 or Section 6.04Indenture, except to increase any such required percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security outstanding Convertible Note affected thereby; provided, however, that this clause shall not be deemed ;
(e) impair the right to require institute suit for the consent enforcement of any holder payment with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09to, or conversion of, the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)Convertible Notes; or
(df) if applicable, make any change that adversely affects the right to convert any security as provided in Article XII or pursuant to Section 2.02 (except as permitted by Section 9.01(i)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series amounts payable with respect to such covenant or the Convertible Notes payable in currency other provision, shall be deemed not to affect than that stated in the rights under this Indenture of the Holders of Securities of any other seriesConvertible Notes. To secure a consent of the holders of Securities Convertible Notes under this SectionSection 9.02, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Convertible Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI, holders of at least 75% in aggregate principal amount of Securities of any series then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such series.
Appears in 1 contract
Sources: Indenture (Vion Pharmaceuticals Inc)
With the Consent of Holders. Subject to Section 6.07, the Company and the Trustee may amend this Indenture or the Securities or enter into one or more indentures supplement hereto Convertible Subordinated Notes with the written consent of the holders of at least a majority in principal amount of the then outstanding Securities of such series Convertible Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for Securities of that seriesConvertible Subordinated Notes). Subject to Sections 6.04 and 6.07, the holders of a majority in principal amount of the Securities Convertible Subordinated Notes then outstanding may also waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of any seriesConvertible Subordinated Notes. However, without the consent of each holder of a Security of any series Convertible Subordinated Note affected, an amendment or waiver under this Section may not (with respect to any Securities of such series Convertible Subordinated Notes held by a non-consenting holder):
(a) reduce the principal amount of Convertible Subordinated Notes whose holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or premium on or change the Stated Maturity fixed maturity of any Convertible Subordinated Note or, except as permitted pursuant to Section 9.01(a), (d), (g) or (h), alter the redemption provisions with respect thereto;
(c) reduce the rate of, or change the time for payment of, interest, including defaulted interest, or Liquidated Damages on any Convertible Subordinated Note;
(d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes (except a rescission of acceleration of the Convertible Subordinated Notes by the holders of at least a majority in aggregate principal amount of the Convertible Subordinated Notes then outstanding and a waiver of the payment default that resulted from such acceleration);
(e) make the principal of, or any installment of principal of premium, if any, or interest or Liquidated Damages on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium Convertible Subordinated Note payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any in money other Security which would be due than as provided for herein and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify Convertible Subordinated Notes;
(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of holders of Convertible Subordinated Notes to receive payments of principal of, premium, if any, or interest or Liquidated Damages on the Convertible Subordinated Notes;
(g) waive a redemption payment with respect to any Convertible Subordinated Notes;
(h) except as permitted herein (including Section 9.01(a)), increase the subordination Conversion Price or modify the provisions contained herein relating to conversion of such series of Securities the Convertible Subordinated Notes in a manner adverse to the holders of Securities of such series, or, in the case of Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture;
(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 4.09 or Section 6.04, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 4.09, or the deletion of this proviso, in accordance with the requirements of Sections 7.08 and 9.01(h)thereof; or
(di) if applicable, make any change that adversely affects to the right abilities of holders of Convertible Subordinated Notes to convert any security as provided in Article XII enforce their rights hereunder or pursuant to Section 2.02 the provisions of clauses (except as permitted by Section 9.01(i)a) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision through (i) of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other seriesSection 9.02. To secure a consent of the holders of Securities Convertible Subordinated Notes under this Section, it shall not be necessary for such holders to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section becomes effective, the Company shall mail to holders of Securities of such series affected by the amendment or waiver Convertible Subordinated Notes a notice briefly describing the amendment or waiver. In order to amend any provisions of Article XI11, holders of at least 75% in aggregate principal amount of Securities of any series Convertible Subordinated Notes then outstanding must consent to such amendment if such amendment would adversely affect the rights of holders of Securities of such seriesConvertible Subordinated Notes.
Appears in 1 contract
Sources: Indenture (School Specialty Inc)