CHANGES REQUIRING NO APPROVAL Clause Samples
CHANGES REQUIRING NO APPROVAL. We may amend or supplement the indenture or waive any provision of it without the consent of any holders of notes in some circumstances, including: • to cure any ambiguity, omission, defect or inconsistency that does not adversely affect holders of the notes; • to provide for the assumption of our obligations under the indenture by a successor upon any merger, consolidation or asset transfer permitted under the indenture and to provide for conversion of the notes into reference property; • to provide any security for or add guarantees with respect to the notes; • to comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act; • to add covenants that would benefit the holders of notes or to surrender any rights we have under the indenture; • to provide for a successor trustee in accordance with the terms of the indenture or to otherwise comply with any requirement of the indenture; • to provide for the issuance of additional notes, to the extent that we deem such amendment necessary or advisable in connection with such issuance; provided that no such amendment or supplement may impair the rights or interests of any holder of the outstanding notes; • to increase the conversion rate; • to add events of default with respect to the notes; • to add circumstances under which we will pay additional interest on the notes; • to make any change that does not adversely affect the rights of any holder of outstanding notes; or • to conform the provisions of the indenture to the “Description of notes” section in this prospectus supplement, which shall be evidenced by an Officer’s Certificate of the Company to that effect. The consent of the holders of the notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the indenture becomes effective, we are required to mail to the holders of the notes a notice briefly describing such amendment. However, with respect to amendments that do not require the consent of holders of notes, the failure to give such notice to all the holders of the notes, or any defect in the notice, will not impair or affect the validity of the amendment. Any notes held by us or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with us shall be disregarded (from both the numerator and...
CHANGES REQUIRING NO APPROVAL. This Agreement, including the terms and conditions of the Notes, may be modified or amended by the Company, without the consent of any Holder, for the purposes of, among other things:
(A) adding to the Company’s covenants or adding other rights for the benefit of Holders;
(B) surrendering any right or power conferred upon the Company;
(C) providing for conversion rights of Holders if any reclassification or change of Common Stock or any consolidation, merger or sale of all or substantially all of its assets occurs;
(D) providing for the assumption of the Company’s obligations to the Holders in the case of a merger, consolidation, conveyance, transfer or lease;
(E) reducing the conversion price or increasing the conversion rate; provided, that such change will not adversely affect the interests of the Holders and the Company complies with applicable federal and state securities laws, as applicable, in connection therewith;
(F) making any changes or modifications necessary in connection with the registration of the resale of the Underlying Shares under the Securities Act as contemplated in the Registration Rights Agreement; 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 in any material respect;
(G) curing any ambiguity or correcting or supplementing any defective provision contained in this Agreement or the Notes; provided, that such modification or amendment does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Holders in any material respect; or
(H) adding or modifying any other provisions in this Agreement or the Notes which the Company may deem necessary or desirable and which will not adversely affect the interests of the Holders.
CHANGES REQUIRING NO APPROVAL. The terms and conditions of the Notes and the Guarantee may be modified or amended by us or CBay, without the consent of the holder of any Notes, to, among other things: - provide for conversion rights of holders of the Notes and our repurchase obligations in the event of any reclassification of CBay ordinary shares or our merger or consolidation, or sale, conveyance, transfer or lease of its property and assets substantially as an entirety, in each case in accordance with the terms of the Notes; - provide for the assumption, in accordance with the terms of the Notes, of our obligations to the holders of the Notes in the event of a merger or consolidation, or sale, conveyance, transfer or lease of our property and assets substantially as an entirety; - surrender any right or power conferred upon us; - add to our covenants for the benefit of the holders of the Notes, including adding one or more additional put rights in favor of the holders of the Notes; - correct any manifest printing, stenographic or clerical error or omission in the Notes; - increase the conversion rate; provided that the increase will not adversely affect the interests of the holders of the Notes; - secure the Notes; or - add guarantees of obligations, in addition to the Guarantee, under the Notes. CHANGES REQUIRING MAJORITY APPROVAL The terms and conditions of the Notes and the Guarantee may be modified or amended, except as described above, with the written consent or affirmative vote of the holders of a majority in aggregate principal amount of the Notes then outstanding.