Common use of Concerning the Noteholders Clause in Contracts

Concerning the Noteholders. 7.1 Acts of Noteholders (a) Any request, demand, authorization, direction, notice, consent, waiver, modification, supplement, or other action provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of such Noteholders, which term also shall refer to the instruments or record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Article 8, or 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 record, or both, are delivered to the Trustee, and when it is specifically required herein, to the Issuer. 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 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 7.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.5. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer, and where such execution is by an officer of a corporation or association or of the Issuer, on behalf of such corporation, association or the Issuer, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes held by any Person, and the date or dates of holding the same, shall be proved by the Note Register and the Trustee shall not be affected by notice to the contrary. (d) Any Act by the Noteholders (i) shall bind the holder of each Note and every future Noteholder of such Note and the Noteholder of every Note issued upon the transfer thereof or the exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Note, and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable. (f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) The Issuer may, in the circumstances permitted by the Trust Indenture Act, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to sign any instrument evidencing or embodying an Act of the Noteholders or to vote on any action. If a record date is fixed, those Persons who were Noteholders at such record date, and only those Persons (or their duly appointed proxies or agents), shall be entitled to sign any such instrument evidencing or embodying an Act of Noteholders, to revoke any such instrument previously signed or to vote on such action, as the case may be, whether or not such Persons continue to be Noteholders after such record date. If not set by the Issuer prior to the first solicitation of a Noteholder by any Person in respect of any such action, or, the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. No such instrument shall be valid or effective if signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above. Promptly after any record date is set by the Issuer pursuant to this Section 7.1(g), the Issuer, at its own expense, shall cause notice of such record date, the proposed action by the Noteholders to be given to the Trustee in writing and to each Noteholder in the manner set forth in Section 13.4. (h) Without limiting the foregoing, a Noteholder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. (i) The Original Notes and the Additional Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any matter.

Concerning the Noteholders. 7.1 Acts of Noteholders (a) Any request, demand, authorization, direction, notice, consent, waiver, modification, supplement, or other action provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of such Noteholders, which term also shall refer to the instruments or record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Article 8, or 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 record, or both, are delivered to the Trustee, and when it is specifically required herein, to the Issuer. 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 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 7.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.5. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer, and where such execution is by an officer of a corporation or association or of the Issuer, on behalf of such corporation, association or the Issuer, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes held by any Person, and the date or dates of holding the same, shall be proved by the Note Register and the Trustee shall not be affected by notice to the contrary. (d) Any Act by the Noteholders (i) shall bind the holder Noteholder of each Note and every future Noteholder of such Note and the Noteholder of every Note issued upon the transfer thereof or the exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Note, and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable. (f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) The Issuer may, in the circumstances permitted by the Trust Indenture Act, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to sign any instrument evidencing or embodying an Act of the Noteholders or to vote on any action. If a record date is fixed, those Persons who were Noteholders at such record date, and only those Persons (or their duly appointed proxies or agents), shall be entitled to sign any such instrument evidencing or embodying an Act of Noteholders, to revoke any such instrument previously signed or to vote on such action, as the case may be, whether or not such Persons continue to be Noteholders after such record date. If not set by the Issuer prior to the first solicitation of a Noteholder by any Person in respect of any such action, or, the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. No such instrument shall be valid or effective if signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above. Promptly after any record date is set by the Issuer pursuant to this Section 7.1(g), the Issuer, at its own expense, shall cause notice of such record date, the proposed action by the Noteholders to be given to the Trustee in writing and to each Noteholder in the manner set forth in Section 13.4. (h) Without limiting the foregoing, a Noteholder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. (i) The Original Notes and the Additional Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any matter.

Concerning the Noteholders. 7.1 9.1 Acts of Noteholders (a) Any request, demand, authorization, direction, notice, consent, waiver, modification, supplement, or other action provided by this Indenture to be given or taken by Noteholders (collectively, an “"Act” " of such Noteholders, which term also shall refer to the instruments or record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Article 810, or 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 record, or both, are delivered to the Trustee, and when it is specifically required herein, to the Issuer. 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 6.18.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 7.19.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.510.5. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer, and where such execution is by an officer of a corporation or association or of the Issuer, on behalf of such corporation, association or the Issuer, such certificate or affidavit shall also constitute sufficient proof of such Person’s 's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes held by any Person, and the date or dates of holding the same, shall be proved by the Note Register and the Trustee shall not be affected by notice to the contrary. (d) Any Act by the Noteholders (i) shall bind the holder of each Note and every future Noteholder of such Note and the Noteholder of every Note issued upon the transfer thereof or the exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Note, and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable. (f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding outstanding Notes. (g) The Issuer may, in the circumstances permitted by the Trust Indenture Act, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to sign any instrument evidencing or embodying an Act of the Noteholders or to vote on any action. If a record date is fixed, those Persons who were Noteholders at such record date, and only those Persons (or their duly appointed proxies or agents), shall be entitled to sign any such instrument evidencing or embodying an Act of Noteholders, to revoke any such instrument previously signed or to vote on such action, as the case may be, whether or not such Persons continue to be Noteholders after such record date. If not set by the Issuer prior to the first solicitation of a Noteholder by any Person in respect of any such action, or, the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. No such instrument shall be valid or effective if signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above. Promptly after any record date is set by the Issuer pursuant to this Section 7.1(g9.1(g), the Issuer, at its own expense, shall cause notice of such record date, the proposed action by the Noteholders to be given to the Trustee in writing and to each Noteholder in the manner set forth in Section 13.415.4. (h) Without limiting the foregoing, a Noteholder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. (i) The Original Initial Notes and the Additional Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any matter.

Concerning the Noteholders. 7.1 Acts Section 8.01. Evidence of Noteholders action by noteholders. --------------------------------- Whenever in this Indenture it is provided that the holders of a specified percentage in aggregate principal amount of the Notes may take any action (a) Any including the making of any demand or request, demand, authorization, direction, the giving of any notice, consent, waiveror waiver or the taking of any other action), modification, supplement, or other action provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” the fact that the holders of such Noteholdersspecified percentage, which term also shall refer determined as of the time such action was taken or, if a record date was set with respect thereto pursuant to Section 8.05, as of the instruments or close of business on such record evidencing or embodying the same) date, have joined therein may be embodied in and evidenced (a) by one any instrument or more any number of instruments of substantially similar tenor signed executed by such Noteholders noteholders in person or by an agent duly or proxy appointed in writing orwriting, alternatively, may be embodied in and evidenced or (b) by the record of Noteholders the holders of Notes voting in favor thereof, either in person or by proxies duly appointed in writing, thereof at any meeting of Noteholders noteholders duly called and held in accordance with the provisions of Article 8Nine, or (c) by a combination of such instrument or instruments and any such record. Except as herein otherwise expressly provided, record of such action shall become effective when such instrument or instruments or record, or both, are delivered to the Trustee, and when it is specifically required herein, to the Issuera meeting of noteholders. Section 8.02. Proof of execution of instruments and of holding of --------------------------------------------------- Notes. ----- Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any such instrument by a noteholder or of a writing appointing any such his agent or proxy shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner provided as shall be satisfactory to the Trustee. The ownership of Notes shall be proved by the register of such Notes, or by a certificate of the registrar thereof. The Trustee may accept such other proof or require such additional proof of any matter referred to in this Section 7.18.02 as it shall deem reasonable. The record of any noteholders' meeting of Noteholders shall be proved in the manner provided in Section 8.59.06. (b) The fact Section 8.03. Who may be deemed owners of Notes. --------------------------------- Prior to due presentation for registration of transfer, the Company, the Trustee, any paying agent and date any Note registrar may deem and treat the Person in whose name any Note shall be registered upon the books of the execution by Company as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any Person notation of any such instrument or writing may be proved by the certificate of any public ownership or other officer writing thereon) for the purposes of any jurisdiction authorized to take acknowledgments receiving payment of deeds or administer oaths that on account of the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officerprincipal of, and where such execution is by an officer premium, if any, Change of a corporation or association or of the IssuerControl Purchase Price, on behalf of such corporation, association or the IssuerAsset Sale Purchase Price and interest on, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact Note and date of for all other purposes; and neither the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which Company nor the Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes held by nor any Person, and the date or dates of holding the same, paying agent nor any Note registrar shall be proved by the Note Register and the Trustee shall not be affected by any notice to the contrary. All such payments so made to, or upon the order of, any such holder shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Note. (d) Any Act Section 8.04. Notes owned by Company or controlled by controlling --------------------------------------------------- Persons disregarded for certain purposes. ---------------------------------------- In determining whether the Noteholders (i) shall bind the holder holders of each Note and every future Noteholder of such Note and the Noteholder of every Note issued upon the transfer thereof or the exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Note, and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of aggregate principal amount of Notes for have concurred in any demand, direction, request, notice, consent, waiver or other action under this Indenture, Notes that are owned by the Act contemplated Company or any other obligor on the Notes or by such instruments, any such instrument executed and delivered Person directly or indirectly controlling or controlled by or on behalf of a Noteholder may be revoked under direct or indirect common control with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) the Company or any subsequent Noteholder (or its duly appointed agent), proven in other obligor on the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable. (f) Notes authenticated shall be disregarded and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as deemed not to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) The Issuer may, in the circumstances permitted by the Trust Indenture Act, but shall not be obligated to, fix a record date outstanding for the purpose of any such determination, provided that for the purposes of determining whether the Noteholders entitled Trustee shall be protected in relying on any such demand, direction, request, notice, consent or waiver, only Notes that the Trustee knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04, if the pledgee shall establish to sign any instrument evidencing or embodying an Act the satisfaction of the Noteholders or to vote on any action. If a record date is fixed, those Persons who were Noteholders at such record date, and only those Persons (or their duly appointed proxies or agents), shall be entitled to sign any such instrument evidencing or embodying an Act of Noteholders, to revoke any such instrument previously signed or to vote on such action, as Trustee the case may be, whether or not such Persons continue to be Noteholders after such record date. If not set by the Issuer prior to the first solicitation of a Noteholder by any Person in respect of any such action, or, the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. No such instrument shall be valid or effective if signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above. Promptly after any record date is set by the Issuer pursuant to this Section 7.1(g), the Issuer, at its own expense, shall cause notice of such record date, the proposed action by the Noteholders to be given to the Trustee in writing and to each Noteholder in the manner set forth in Section 13.4. (h) Without limiting the foregoing, a Noteholder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. (i) The Original Notes and the Additional Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the pledgee's right to vote such Notes and that the pledgee is not a Person directly or consent indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as a separate class on to such right, any matterdecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.