Issuer Substitution. (a) The Company may, without the consent of the Holders or the Trustee (which consent the Holders and beneficial owners of the Securities shall be deemed to have given by their acquisition of the Securities), substitute the Guarantor for itself for all purposes under the Securities and hereunder at any time, provided that at such time interest on the Securities may be paid without the deduction by the Guarantor of Swiss withholding tax (such substitution, a “Voluntary Issuer Substitution”). Upon any such Voluntary Issuer Substitution, the Company shall be released from its obligations under the Securities and the Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities with the same effect as if the Guarantor had been named as issuer under this Indenture and the Securities. In the event of such a Voluntary Issuer Substitution, the Guarantee shall cease to exist. In connection with any such Voluntary Issuer Substitution, this Indenture shall be amended pursuant to Section 10.01(g) in order to give effect to and evidence such substitution and the Guarantor shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to such substitution have been complied with. The Company agrees to take any and all necessary action to effectuate any Voluntary Issuer Substitution with DTC or any other appropriate clearing system.
(b) Upon the occurrence of a Restructuring Event, the Company will, without the consent of the Holders or the Trustee (which consent the Holders and beneficial owners of the Securities shall be deemed to have given by their acquisition of the Securities), automatically substitute the Guarantor for itself for all purposes under the Securities and this Indenture (such substitution a “Restructuring Issuer Substitution” and the date of such substitution a “Restructuring Issuer Substitution Date”) (a “Restructuring Issuer Substitution,” together with a “Voluntary Issuer Substitution,” is referred to as an “Issuer Substitution”); provided that a Restructuring Issuer Substitution will take place whether or not interest on Securities may be paid without the deduction by the Guarantor of Swiss withholding tax. The Guarantor consents in all respects to any Restructuring Issuer Substitution. Upon any such Restructuring Issuer Substitution, the Company shall be released from its obligations under ...
Issuer Substitution. (a) The Issuer (for purposes of this Condition 14, the "Current Issuer") may, without the consent of the Holders, substitute any entity (whether or not such entity is organised under the laws of Switzerland) (such substitute entity, the "Substitute Issuer") for itself as principal debtor under the Notes upon giving no more than 30 and no less than 10 days' notice to the Holders in accordance with Condition 13 (Notices), provided that:
(i) the Substitute Issuer is UBS Group AG or, if the Substitute Issuer is not UBS Group AG, (A) an exemption exists from the requirement to register the Substitute Issuer as an investment company under the US Investment Company Act, and (B) at least 95 per cent. of the Substitute Issuer's capital and voting rights are held, directly or indirectly, by UBS Group AG;
(ii) the Current Issuer is not in default in respect of any amount payable under the Notes at the time of such substitution;
(iii) if the Substitute Issuer is not UBS Group AG, UBS Group AG has irrevocably and unconditionally guaranteed to the Holders, pursuant to article 111 of the Swiss Code and on a subordinated basis corresponding mutatis mutandis to Condition 4 (Status and Subordination), the due and punctual payment of principal and interest and all other amounts due and payable by the Substitute Issuer under, or in respect of, the Notes upon receipt of the written request for payment of the relevant amount, and on the terms whereby subclause (iii) of Condition 5(h) (Cancellation of interest; prohibited interest), Condition 9 (Taxation), Condition 11 (Events of Default) and Condition 19 (No Set-off by Holders) apply to UBS Group AG and to its obligations under such guarantee either by making the necessary consequential amendments to such Conditions or including such Conditions applicable to UBS Group AG and to its obligations under such guarantee in such guarantee itself, as applicable;
(iv) the Current Issuer and the Substitute Issuer (1) have entered into such documents (the "Substitution Documents") as are necessary to give effect to such substitution and pursuant to which the Substitute Issuer has
Issuer Substitution. (a) Following a Qualifying IPO, the IPO Entity may be substituted in place of the Issuer (the "Substitution") provided that the following conditions are met:
(i) the IPO Entity is organized and existing under the laws of an Approved Issuer Substitution Jurisdiction;
(ii) the IPO Entity assumes all the obligations of the Issuer under the Senior Notes and this Senior Notes Indenture pursuant to a supplemental indenture;
(iii) immediately after such transaction, no Default or Event of Default exists;
(iv) the IPO Entity would, on the date of such Substitution after giving pro forma effect thereto (including giving pro forma effect to the Subsidiaries of the New Issuer (as defined in Section 5.03(b) hereof) that will become Restricted Subsidiaries from the date of the Substitution) and any related financing transactions as if the same had occurred at the beginning of the applicable period be permitted to incur at least U.S.$1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.09(a);
(v) effective at same time as the Substitution, the Issuer shall provide a guarantee of the Senior Notes pursuant to a supplemental indenture on a pari passu basis with the existing Note Guarantees;
(vi) on or immediately prior to the date of the Substitution, the corporate family rating of the IPO Entity being equal to, or greater than, the then-prevailing rating for the Senior Notes, according to any two of Mxxxx'x, S&P and Fitch; and
(vii) the Issuer delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and Opinion of Counsel, in each case, stating that such Substitution and such supplemental indenture comply with this covenant and that all conditions precedent in this Senior Notes Indenture relating to such transaction have been satisfied and that this Senior Notes Indenture, the Senior Notes and the Note Guarantees (including the Note Guarantee provided by the Issuer) constitute legal, valid and binding obligations of the IPO Entity and the Guarantors enforceable in accordance with their terms.
(b) Notwithstanding any other provision or covenant in this Senior Notes Indenture, the Substitution shall be permitted by this Senior Notes Indenture, provided such Substitution complies with the terms of this covenant and following such Substitution, the Trustee will join the Issuer in doing all such things that are required to be done to effect such Substitution in the cle...
Issuer Substitution. (a) The Company may, without the consent of the Holders or the Trustee (which consent the Holders and beneficial owners of the Securities shall be deemed to have given by their acquisition of the Securities), substitute the Guarantor for itself for all purposes under the Securities and hereunder at any time, provided that at such time interest on the Securities may be paid without the deduction by the Guarantor of Swiss withholding tax (such substitution, a “Voluntary Issuer Substitution”). Upon any such Voluntary Issuer Substitution, the Company shall be released from its obligations under the Securities and the Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Securities with the same effect as if the Guarantor had been named as issuer under this Indenture and the Securities. In the event of such a Voluntary Issuer Substitution, the Guarantee shall cease to
Issuer Substitution. 2.1 The parties hereby agree that with effect from and including the Effective Date:
(a) all the rights, obligations and liabilities of the Original Issuer under or pursuant to the Notes and the Agency Agreement shall be fully taken over and assumed by the Substitute Debtor;
(b) the Original Issuer is released from all its liabilities and obligations as principal debtor, in its capacity as issuer of the Notes, contained in the Notes and the Agency Agreement.
2.2 The Substitute Debtor undertakes with effect from and including the Effective Date to be bound by the Notes and the Agency Agreement as fully as if it had been named in the Notes and the Agency Agreement as the principal debtor in respect of the Notes in place of the Original Issuer;
Issuer Substitution. The Issuer, or any previously substituted company, may at any time, without the consent of the Holders of Covered Bonds, substitute for itself as principal debtor under the Covered Bonds any other company organised under the laws of Denmark, Norway, Sweden or Finland (the "Substitute"), provided that no payment in respect of the Covered Bonds is at the relevant time overdue and subject to the prior consent, or (where applicable) non-objection, of the FIN-FSA if required pursuant to the Finnish Act on Mortgage Credit Banks and Covered Bonds or any other Finnish regulations. The substitution shall be made by a deed poll (the "Deed Poll"), to be substantially in the form set out in Schedule 11 (Form of Deed Poll) hereto, and may take place only if all the requirements of Condition 16 (Issuer Substitution) have been met.
Issuer Substitution. The Issuer, or any previously substituted company, may at any time, without the consent of the Noteholders, substitute for itself as principal debtor under the Notes on a subordinated basis equivalent to that referred to in Condition 2(b) (Status of the Notes, Subordination and Set-off – Subordination) such company (the “Substitute”) in the manner specified in the Agency Agreement, provided that no payment in respect of the Notes is at the relevant time overdue. Such substitution shall be made by a deed poll or by execution of such other documentation as the Issuer determines is appropriate to give effect to such substitution (the “Deed Poll”), to be substantially in the form exhibited to the Agency Agreement, and may take place only if:
(i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder against any Taxes which are imposed on it by (or by any authority in or of) the jurisdiction of the country of the Substitute’s residence for tax purposes and/or, if different, of its incorporation with respect to any Note and which would not have been so imposed had the substitution not been made;
(ii) the substitution of the Issuer by the Substitute will not, of itself, give rise to a Special Event;
(iii) upon such substitution becoming effective, the Noteholders are not in a materially less favourable position than they were immediately prior to the substitution (as reasonably determined by the Issuer in consultation with an independent investment bank, independent financial adviser or legal counsel of international standing);
(iv) in the event that all or substantially all of the assets and liabilities of the Issuer are not assumed by the Substitute, each Rating Agency has confirmed that upon the replacement of the Issuer by the Substitute becoming effective the Notes will either have the same or a better credit rating as immediately prior to the substitution or the credit rating will not be adversely affected;
(v) in the event that all or substantially all of the assets and liabilities of the Issuer are not assumed by the Substitute, the obligations of the Substitute under the Deed Poll and the Notes shall be unconditionally and irrevocably guaranteed by the Issuer on the same subordinated basis as the Notes under Condition 2(b) (Status of the Notes, Subordination and Set-off – Subordination) by means of the Deed Poll;
(vi) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any ne...
Issuer Substitution
