Consent of Holders. Without the consent of each Holder of Securities affected, an amendment, supplement or waiver may not (with respect to any Securities held by a non-consenting Holder):
(1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; or
(2) reduce the principal of or change the fixed maturity of any Securities or reduce the Redemption Price of any Securities; or
(3) reduce the rate of or change the time for payment of interest, including default interest, on any Security; or
(4) waive a Default in the payment of principal of, interest on, or premium, if any, on, the Securities; or
(5) make any Securities payable in money other than U.S. dollars; or
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default, except to increase the percentage of Holders required to consent to such waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; or
(7) make any change in the provisions of this Indenture relating to the rights of Holders of Securities to receive payments of principal of, or interest, premium, if any, on, the Securities; or
(8) waive a redemption payment with respect to any Security; or
(9) modify the provisions of Article 11 of this Indenture with respect to the subordination of Securities of any series in a manner adverse to the holders thereof; or
(10) make any change in this Section 9.2. It shall not be necessary for any Act of Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Any consent given by any Holder of a Security under this Section 9.2 shall be irrevocable for a period of six months after the day of execution thereof, but may be revoked at any time thereafter by such Holder or by such Holder’s successor in title by filing written notice of such revocation with the Trustee at its Corporate Trust Office; provided, however, that such consent shall not be revocable after the holders of not less than a majority in aggregate principal amount of the Securities of the series of which such Security is a part at the time Outstanding shall have consented to such supplemental indenture. No notation on any Security of the fact of such consent shall be necessary, but any such written consent by the Holder o...
Consent of Holders. No amendment, modification, termination or waiver of any provision of this Agreement and the Warrant Certificates or consent to any departure by the Company therefrom, shall in any event be effective without the written concurrence of the Requisite Holders; provided, however, that without the consent of each Holder affected, no amendment, modification, termination or waiver may:
(i) make any change to the definition of "Requisite Holders";
(ii) make any change that adversely affects any Holder; or
(iii) make any change in the foregoing amendment and waiver provisions. After an amendment, modification, termination or waiver under this Section 13 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing such amendment, modification, termination or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, modification, termination or waiver. In connection with any amendment, modification, termination or waiver under this Section 13, the Company may offer, but shall not be obligated to offer, to any Holder who consents to such amendment, modification, termination or waiver, consideration for such Holder's consent, so long as such consideration is offered to all Holders.
Consent of Holders. (a) Any authorization, direction, notice, consent, waiver, amendment or other action provided by the provisions of this Agreement or the Notes of any Series to be given or taken by holders (which term as used in this Section shall mean with respect to any global Bearer Note those persons shown on the records of Euroclear, Clearstream, Luxembourg and/or another clearance system, as the case may be, as having interests in such global Bearer Note credited to their respective securities clearance accounts) of Notes of such Series may be embodied in and evidenced by one or more instruments of substantially similar tenor, listing the serial number of the Note or Notes of such Series in respect of which each such instrument is submitted, signed by the requisite number of such holders in person or by their agent duly appointed in writing; and, except as herein or therein expressly provided, any such instrument shall become irrevocable when delivered, and such action shall become effective when such instrument signed by such holders is delivered to the Fiscal and Paying Agent or other paying agency of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. Proof of execution of any such instrument or of a writing appointing any such agent by the holder of any such Note shall be sufficient for any such purpose of this Agreement or such Notes and conclusive in favor of (i) the Fiscal and Paying Agent or other paying agency of such Issuer and the Guarantor and (ii) such Issuer and the Guarantor if made in the manner provided in this Section.
(b) The fact and date of execution of any such instrument and the fact that any person is the holder of the Note or Notes of any Series of which the serial numbers are listed in such instrument may be proved by the certificate of a financial institution of recognized standing to such effect, or in any other manner which the relevant Issuer and the Guarantor deem sufficient.
(c) Any authorization, direction, notice, consent, waiver or other action by the holder of any Note shall bind every future holder of such Note in respect of anything done, omitted or suffered to be done in reliance thereon, whether or not notation of such action is made upon such Note.
Consent of Holders. From the Closing Date until twelve (12) months after the Closing Date , so long as any portion of the Note has not been converted into Conversion Shares, the Company shall, in the event of an offer or sale of the New Securities, (a) notify the Purchaser in writing of the detailed terms and conditions of such offer or sale of the New Securities at least five (5) days prior to the estimated issue date of such New Securities, and (b) obtain the prior written consent of the Purchaser on such offer or sale of the New Securities This Section 4.4 shall terminate at the time the Common Stock of the Company is listed on a national securities exchange.
Consent of Holders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Debenture holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Debenture holders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Debentures, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely:
(a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged the execution thereof, or by an affidavit of any witness to such execution.
(b) The Issuer or the Trustee may establish a Record Date for the purpose of identifying Debenture holders entitled to issue any such consent, request, direction, approval or instrument.
Consent of Holders. Without the consent of each Holder of Securities affected, an amendment, supplement or waiver may not (with respect to any Securities held by a non-consenting Holder):
(1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; or
(2) reduce the principal of or change the fixed maturity of any Securities or reduce the Redemption Price of any Securities; or
(3) reduce the rate of or change the time for payment of interest, including default interest, on any Security; or
(4) waive a Default or Event of Default in the payment of principal of, interest on, or premium, if any, on, the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then Outstanding Securities and a waiver of the Payment Default that resulted from such acceleration); or
(5) make any Securities payable in money other than U.S. dollars; or
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, or interest, premium, if any, on, the Securities; or
(7) waive a redemption payment with respect to any Security; or
(8) make any change in this Section 9.2.
Consent of Holders. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.
Consent of Holders. No amendment, modification, termination or waiver of any provision of this Agreement and the Warrant Certificates or consent to any departure by the Company therefrom, shall in any event be effective without the written concurrence of the Requisite Holders; provided however that without the consent of each Holder affected, no amendment, modification, termination or waiver may:
(i) make any change to the definition of "Requisite Holders";
(ii) make any change that adversely affects any Holder, or
(iii) make any change in the foregoing amendment and waiver provisions; or
(iv) make any change to Section 9, 11, 12 or 17 and the definitions relating thereto. In connection with any amendment, modification, termination or waiver under this Section 15, the Company may offer, but shall not be obligated to offer, to any Holder who consents to such amendment, modification, termination or waiver, consideration for such Holder's consent, so long as such consideration is offered pro rata to all Holders.
Consent of Holders. Each Holder or beneficial owner of First Refinancing Debt, by its acquisition thereof on the First Refinancing Date, shall be deemed to agree to the terms of the Indenture, as supplemented by this Supplemental Indenture (including the Preferred Shares Partial Redemption) and the execution by the Issuer and the Collateral Trustee hereof. In accordance with Section 9.2 of the Indenture, the Collateral Manager and the Trustee, by their signatures herein, evidence their consent to accept a shorter time period for receipt of the written directions of a Majority of the Preferred Shares than the minimum 30 days otherwise required under Section 9.2 with respect to the Refinancing.
