Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:
(i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement;
(ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement;
(iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders;
(vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or
(vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in acco...
Amendments Without Consent of Holders. (a) The Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Noteholder
(i) to cure any ambiguity, defect or inconsistency in the Indenture or the Notes;
(ii) to comply with Section 5.01;
(iii) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;
(iv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;
(v) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertified Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(vi) to provide for any guarantee of the Notes, to secure-the Notes or to confirm and evidence the release, termination or discharge of any guarantee of or lien securing the Notes when such release, termination or discharge is permitted by the Indenture;
(vii) to provide for or confirm the issuance of Additional Notes; or
(viii) to make any other change that does not materially and adversely affect the rights of any Holder.
Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to or the consent of any Holder, to:
(i) cure any ambiguity, defect, omission or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIA;
(ii) comply with the provisions in Section 5.01;
(iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;
(iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture;
(v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture;
(vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture;
(vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral;
(viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder;
(ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream;
(x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or
(xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights o...
Amendments Without Consent of Holders. (a) The Company and the Trustee may amend or supplement the Indenture or any Security Documents without notice to or the consent of any Holder, to:
(1) cure any ambiguity, defect or inconsistency in the Indenture, the Notes or any Security Document;
(2) comply with Section 5.01;
(3) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;
(4) add any Subsidiary Guarantor or any Subsidiary Guarantee or release any Subsidiary Guarantor from any Subsidiary Guarantee as provided or permitted by the terms of the Indenture;
(5) provide for the issuance of Additional Notes (including PIK Notes) in accordance with the limitations set forth in the Indenture;
(6) add additional Collateral to secure the Notes or any Subsidiary Guarantee;
(7) effect any change to this Indenture in a manner necessary to comply with the procedures of DTC;
(8) permit Permitted Priority Secured Indebtedness (including permitting the Trustee to enter into any amendments to the Security Documents or the Indenture and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Priority Secured Indebtedness, in accordance with the Indenture);
(9) to comply with any requirements of the U.S. Securities and Exchange Commission in connection with qualifying the Indenture or maintaining its qualification under the TIA; or
(10) make any other change that would provide additional rights or benefits to the Holders or that does not adversely affect the rights of any Holder.
Amendments Without Consent of Holders. 33 Section 6.02. Amendments with Consent of Holders ........................................ 34 Section 6.03. Execution of Amendments ................................................... 35 Section 6.04.
Amendments Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more amendments hereto or to the Securities, for any of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets; or
(b) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or
(c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority of the Securities to waive such an Event of Default; or
(d) to cure any ambiguity, or to correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein; provided, that such provisions shall not materially reduce the benefits of this Agreement or the Securities to the Holders; or
(e) to make any other provisions with respect to matters or questions arising under this Agreement; provided, that such provisions shall not adversely affect the interests of the Holders; or
(f) to make any amendments or changes necessary to comply or maintain compliance with the Trust Indenture Act. Promptly following any amendment of this Agreement or the Securities in accordance with this Section 6.1, the Trustee shall notify the Holders of the Securities of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment.
Amendments Without Consent of Holders. The Company, Holdings and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Noteholder
(1) to cure any ambiguity, defect, omission or inconsistency in the Indenture or the Notes;
(2) to comply with Article 5;
(3) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;
(4) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;
(5) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(6) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture;
(7) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture;
(8) to conform any provision of the Indenture to the “Description of the Notes” section contained in the Preliminary Offering Memorandum of the Company relating to the Notes dated December 3, 2009 as superseded, to the extent inconsistent, by the Summary of Final Terms dated December 11, 2009; or
(9) to make any other change that does not materially and adversely affect the rights of any Holder.
Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:
(a) to cure any ambiguity, omission, defect or inconsistency in this Indenture or the Notes;
(b) to evidence a successor to the Company and the assumption by that successor of the obligations of the Company under this Indenture in accordance with Article 5 or Section 10.12 of this Indenture;
(c) to secure the obligations of the Company in respect of the Notes and this Indenture;
(d) to add to the covenants or Events of Default of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company;
(e) to make any change to comply with the Trust Indenture Act, or any amendment thereto;
(f) to make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and that shall not be inconsistent with provisions of this Indenture provided that such change or modification does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders of the Notes in any material respect;
(g) to provide for the addition or modification of any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the guarantee of the Notes by one or more guarantors;
(h) to increase the Conversion Rate; provided that the increase will not adversely affect the interest of the Holders of the Notes; and
(i) to make any change that does not adversely affect the rights of any Holder of the Notes.
Amendments Without Consent of Holders. Section 9.01 of the Indenture is supplemented with the addition of the following with respect to the Notes:
Amendments Without Consent of Holders. 1.1 Without the consent of any Holders, NeoPharm, when authorized by a Board Resolution, the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreement, for any of the following purposes:
(a) to evidence the succession of another person as a successor Rights Agent and the assumption by any successor of the covenants and obligations of the Rights Agent herein;
(b) to add such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, the Rights Agent and NeoPharm shall consider to be for the protection of the Holders;
(c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; or
(d) as may be necessary or appropriate to ensure that the CPRs are not subject to registration under the Securities Act or the Exchange Act; provided that, in the case of (i), (ii) and (iii) above, such amendment shall not materially adversely affect the interests of the Holders.
1.2 Promptly after the execution by NeoPharm and the Rights Agent of any amendment pursuant to the provisions of this Section 4.1, NeoPharm shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CPR Register, setting forth in general terms the substance of such amendment.
