Common use of Acts of Holders of Notes Clause in Contracts

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 13. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favour of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified in the manner provided in Section 13.6. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so execute. (c) The holding of Notes shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 5 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

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Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 13. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favour favor of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified in the manner provided in Section 13.613.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so execute. (c) The holding of Notes shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 3 contracts

Samples: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by by: (i1) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or writing; (ii2) a resolution duly adopted by the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at a any meeting thereof of Holders of Notes duly called and held in accordance with the provisions of Article 13IX; or (3) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act of Holders” of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.017.1 hereof) conclusive in favour favor of the Trustee and the Issuer and the Company if made in the manner provided in this Section. Proof of the due adoption The record of any such resolution by the appropriate percentage meeting of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified proved in the manner provided in Section 13.69.6 hereof. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by provided in any manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by the Holder Act of Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee Trustee, the Issuer or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 3 contracts

Samples: First Supplemental Indenture (Lions Gate Entertainment Corp /Cn/), Supplemental Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Inc)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 13. Except writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Trustee and, where it is hereby expressly required, to the CompanyIssuer. Such instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders of Notes signing such instruments. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favour favor of the Trustee and the Company Issuer, if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified in the manner provided in Section 13.61.03. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by in any reasonable manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of his holding the same, shall be proved by the Security Note Register. (d) Any requestAt any time prior to the taking of any action by the Holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action, demandany Holder of a Note the serial number of which is shown by the evidence to be included in the Notes the Holders of which have consented to such action may (to the extent permitted by applicable law), authorizationby filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in this Section 1.03, directionrevoke such consent so far as it concerns such Note. Except as aforesaid, notice, consent, waiver or other any such action by the Holder of any Note (to the extent permitted by applicable law) shall bind every be conclusive and binding upon such Holder and upon all future Holder Holders and owners of the same such Note and the Holder of every any Note issued upon the transfer thereof or in exchange or substitution therefor or in lieu thereof, in respect irrespective of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not any notation of such action in regard thereto is made upon such Noteeach Note or upon any Note issued in exchange or substitution therefor.

Appears in 3 contracts

Samples: Indenture (Corporate Realty Consultants Inc), Indenture (Corporate Realty Consultants Inc), Indenture (Corporate Realty Consultants Inc)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by by: (i1) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or writing; (ii2) a resolution duly adopted by the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at a any meeting thereof of Holders of Notes duly called and held in accordance with the provisions of Article 138; or (3) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.015.1 hereof) conclusive in favour favor of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption The record of any such resolution by the appropriate percentage meeting of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified proved in the manner provided in Section 13.68.6 hereof. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by provided in any manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by Act of the Holder Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 2 contracts

Samples: Indenture (Ciphergen Biosystems Inc), Exchange and Redemption Agreement (Ciphergen Biosystems Inc)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 1312. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favour of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified in the manner provided in Section 13.6. (b) 12.06. The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so execute. (c) . The holding of Notes shall be proved by the Security Register. (d) . Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 2 contracts

Samples: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by by: (i1) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or writing; (ii2) a resolution duly adopted by the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at a any meeting thereof of Holders of Notes duly called and held in accordance with the provisions of Article 13IX; or (3) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act of the Holders" of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.017.1 hereof) conclusive in favour favor of the Trustee and the Issuer and the Company if made in the manner provided in this Section. Proof of the due adoption The record of any such resolution by the appropriate percentage meeting of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified proved in the manner provided in Section 13.69.6 hereof. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by provided in any manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by Act of the Holder Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee Trustee, the Issuer or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 1 contract

Samples: Indenture (Lions Gate Entertainment Corp /Cn/)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by by: (i1) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or writing; (ii2) a resolution duly adopted by the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at a any meeting thereof of Holders of Notes duly called and held in accordance with the provisions of Article 13IX; or (3) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer and the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act of the Holders” of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.017.1 hereof) conclusive in favour favor of the Trustee and the Issuer and the Company if made in the manner provided in this Section. Proof of the due adoption The record of any such resolution by the appropriate percentage meeting of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified proved in the manner provided in Section 13.69.6 hereof. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by provided in any manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by Act of the Holder Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee Trustee, the Issuer or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 1 contract

Samples: Indenture (Lions Gate Entertainment Corp /Cn/)

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Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by by: (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or writing; (ii) a resolution duly adopted by the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at a any meeting thereof of Holders of Notes duly called and held in accordance with the provisions of Article 13VIII; or (iii) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act of the Holders" of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01) conclusive in favour favor of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption The record of any such resolution by the appropriate percentage meeting of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified proved in the manner provided in Section 13.68.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of provided in any notary or other officer authorized by law to take acknowledgements of deeds, certifying manner that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by Act of the Holder Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 1 contract

Samples: Indenture (Lecroy Corp)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by by: (i1) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or writing; (ii2) a resolution duly adopted by the record of Holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, at a any meeting thereof of Holders of Notes duly called and held in accordance with the provisions of Article 138; or (3) a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders of Notes signing such instrument or instruments and so voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.015.1 hereof) conclusive in favour favor of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption The record of any such resolution by the appropriate percentage meeting of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified proved in the manner provided in Section 13.68.6 hereof. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by provided in any manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by Act of the Holder Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 1 contract

Samples: Indenture (Radisys Corp)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent or proxy duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 13writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent or proxy, or of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.015.1) conclusive in favour favor of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified in the manner provided in Section 13.6. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by provided in any manner which the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so executeTrustee reasonably deems sufficient. (c) The holding principal amount and serial numbers of Notes held by any Person, and the date of such Person holding the same, shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other action by Act of the Holder Holders of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Trustee or Trustee, the Company in reliance thereon, whether or not notation of such action is made upon such Note.

Appears in 1 contract

Samples: Indenture (Infocrossing Inc)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture Agreement to be given or taken by Holders of Notes Holders, if the Holder is a Clearing Agency, may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents agent duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 13. Except writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Indenture Trustee and, where it is hereby expressly requiredrequired herein, to the CompanyServicer. Such instrument or instruments (as the action embodies therein and evidenced thereby) are herein sometimes referred to as an "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent agents shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01) conclusive in favour favor of the Indenture Trustee and the Company Servicer, if made in the manner provided in this Section. Proof Each of the due adoption Indenture Trustee and Servicer shall promptly notify the other of receipt of any such resolution instrument by the appropriate percentage of Holders of Notes at it, and shall promptly forward a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record copy of such meeting prepared, signed and verified in instrument to the manner provided in Section 13.6other. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgements of acknowledgments or deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority to so executeof the individual executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The holding ownership of Notes Securities (whether or not such Securities shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Indenture Trustee) shall be proved by the Security Note Register and the Certificate Register, and neither the Indenture Trustee, the Servicer, nor the Depositor shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note Security shall bind every future Holder of the same Note Security and the Holder of every Note Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Company Servicer in reliance thereon, whether or not notation of such action is made upon such NoteSecurity.

Appears in 1 contract

Samples: Sale and Collection Agreement (Aegis Asset Backed Securities Corp)

Acts of Holders of Notes. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Notes may be embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing or (ii) a resolution duly adopted by the Holders of Notes at a meeting thereof duly called and held in accordance with the provisions of Article 13. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or resolution are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favour favor of the Trustee and the Company if made in the manner provided in this Section. Proof of the due adoption of any such resolution by the appropriate percentage of Holders of Notes at a meeting thereof shall be sufficient for any purpose of this Indenture if such resolution forms part of and its due adoption by such appropriate percentage is evident from the record of such meeting prepared, signed and verified in the manner provided in Section 13.6.13.06. ​ (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority to so execute.. ​ (c) The holding of Notes shall be proved by the Security Register.. ​ (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.. ​

Appears in 1 contract

Samples: Indenture (Videotron Ltee)

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