Powers Exercisable by Noteholders by Extraordinary Resolution. Subject to the provisions of Sections 9.4 of this Indenture, the following powers of the Noteholders shall be exercisable from time to time only by Extraordinary Resolution: (a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or any of them or, subject to the Trustee’s prior consent, the Trustee against the Corporation or against its property, whether such rights arise under this Indenture or the Subordinate Secured Notes or otherwise, provided that such sanctioned actions are not prejudicial to the Trustee; (b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any Supplemental Indenture embodying any modification, change, addition or omission; (c) power to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with or into any other Person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any transaction which is not subject to any restriction in Section 8; (d) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution (subject to the Trustee being sufficiently funded and indemnified to its reasonable satisfaction) or to refrain from exercising any such power, right, remedy or authority; (e) power to waive and direct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.3 either unconditionally or upon any condition specified in such Extraordinary Resolution; (f) power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal of, or interest on, any Subordinate Secured Notes or for the purpose of executing any trust or power hereunder; (g) power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.6, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith; (h) power to remove the Trustee at any time; (i) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other Securities of the Corporation; and (j) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or otherwise as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee and the Trustee. Such committee shall consist of such number of individuals as shall be prescribed in the resolution appointing it and the members need not be Noteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith; (k) reduce the principal amount at maturity of, extend the fixed maturity of, or alter the redemption provisions of, the Subordinate Secured Notes; (l) change the currency in which the Subordinate Secured Notes or interest thereon is payable; (m) reduce the percentage in principal amount at maturity outstanding of the Subordinate Secured Notes that must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Subordinate Secured Notes; (n) impair the right to institute suit for the enforcement of any payment on or with respect to the Subordinate Secured Notes; (o) waive a default in payment with respect to the Subordinate Secured Notes; (p) reduce the rate or extend the time for payment of interest on the Subordinate Secured Notes; (q) affect the ranking of the Subordinate Secured Notes in a manner adverse to the Holder of the Subordinate Secured Notes; or (r) make any changes to this Indenture or the Subordinate Secured Notes that could result in the Corporation being required to make any withholding or deduction from payments made under or with respect to the Subordinate Secured Notes. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.
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Samples: Note Indenture (Gryphon Gold Corp)
Powers Exercisable by Noteholders by Extraordinary Resolution. Subject In addition to all other powers conferred upon the provisions of Sections 9.4 Noteholders by any other provision of this Indenture, the following powers of the Noteholders shall be exercisable from time to time only by Extraordinary Resolution:
(a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or any of them or, subject to the Trustee’s prior consent, or the Trustee against the Corporation Issuer or against its property, whether such rights arise under this Indenture or the Subordinate Secured Notes or otherwise, provided that such sanctioned actions are not prejudicial to the TrusteeProperty;
(b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Corporation Issuer in writing and to authorize the Trustee to concur in and execute any Supplemental Indenture embodying any modification, change, addition or omission;
(c) power to sanction any scheme for the reconstruction or reorganization of the Corporation Issuer or for the consolidation, amalgamation amalgamation, arrangement or merger of the Corporation Issuer with or into any other Person or for the sale, leasing, transfer or other disposition of the undertakingbusiness, property Property and assets of the Corporation Issuer or any part thereof, provided that no such sanction shall be necessary in respect of any transaction which is not subject to any the restriction in Section 810.1 or which is subject to such restriction and is completed in compliance with the provisions of Section 10.1;
(d) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture or the Notes in any manner specified in any such Extraordinary Resolution (subject to the Trustee being sufficiently funded and indemnified to its reasonable satisfaction) or to refrain from exercising any such power, right, remedy or authority;
(e) power to waive and direct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.3 8.4 either unconditionally or upon any condition specified in such Extraordinary Resolution;
(f) power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal of, of or interest on, or Premium on any Subordinate Secured Notes or for the purpose of executing any trust or power hereunder or for the appointment of a liquidator or a receiver or a trustee in bankruptcy or for any other remedy hereunder;
(g) power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.68.6, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;
(h) power to remove the Trustee at any time;
(i) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other Securities of the Corporation; andIssuer;
(i) power to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Noteholders;
(j) power to sanction the sale, exchange or other disposition of all the Notes for the time being outstanding for such consideration as may be specified in such Extraordinary Resolution, which consideration may be wholly or partly cash, shares, bonds, debentures, notes or other securities or obligations of the Issuer or any other corporation formed or to be formed;
(k) power to authorize the distribution in specie of any Securities received upon the realization of any security provided for hereunder or the use or disposal of the whole or any part of such Securities or any cash received thereon in such manner and for such purpose or purposes as may be specified in or authorized or approved in the Extraordinary Resolution authorizing the same; and
(l) power to appoint and remove a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or otherwise as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee and the Trustee. Such committee shall consist of such number of individuals as shall be prescribed in the resolution Extraordinary Resolution appointing it and the members need not be Noteholders. Every Subject to the Extraordinary Resolution appointing it, every such committee may elect its chairman Chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;
(k) reduce the principal amount at maturity of, extend the fixed maturity of, or alter the redemption provisions of, the Subordinate Secured Notes;
(l) change the currency in which the Subordinate Secured Notes or interest thereon is payable;
(m) reduce the percentage in principal amount at maturity outstanding of the Subordinate Secured Notes that must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Subordinate Secured Notes;
(n) impair the right to institute suit for the enforcement of any payment on or with respect to the Subordinate Secured Notes;
(o) waive a default in payment with respect to the Subordinate Secured Notes;
(p) reduce the rate or extend the time for payment of interest on the Subordinate Secured Notes;
(q) affect the ranking of the Subordinate Secured Notes in a manner adverse to the Holder of the Subordinate Secured Notes; or
(r) make any changes to this Indenture or the Subordinate Secured Notes that could result in the Corporation being required to make any withholding or deduction from payments made under or with respect to the Subordinate Secured Notes. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.
Appears in 1 contract
Samples: Trust Indenture (Tim Hortons Inc.)
Powers Exercisable by Noteholders by Extraordinary Resolution. Subject to the provisions of Sections 9.4 of this Indenture, the following powers of the Noteholders shall be exercisable from time to time only by Extraordinary Resolution:
(a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or any of them or, subject to the Trustee’s prior consent, the Trustee against the Corporation or against its property, whether such rights arise under this Indenture or the Subordinate Secured Notes or otherwise, provided that such sanctioned actions are not prejudicial to the Trustee;
(b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any Supplemental Indenture embodying any modification, change, addition or omission;
(c) power to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with or into any other Person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any transaction which is not subject to any restriction in Section 8;
(d) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution (subject to the Trustee being sufficiently funded and indemnified to its reasonable satisfaction) or to refrain from exercising any such power, right, remedy or authority;
(e) power to waive and direct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.3 either unconditionally or upon any condition specified in such Extraordinary Resolution;
(f) power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal of, or interest on, any Subordinate Secured Notes or for the purpose of executing any trust or power hereunder;
(g) power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.6, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;
(h) power to remove the Trustee at any time;
(i) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other Securities of the Corporation; and
(j) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or otherwise as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee and the Trustee. Such committee shall consist of such number of individuals as shall be prescribed in the resolution appointing it and the members need not be Noteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;
(k) reduce the principal amount at maturity of, extend the fixed maturity of, or alter the redemption provisions of, the Subordinate Secured Notes;
(l) change the currency in which the Subordinate Secured Notes or interest thereon is payable;
(m) reduce the percentage in principal amount at maturity outstanding of the Subordinate Secured Notes that must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Subordinate Secured Notes;
(n) impair the right to institute suit for the enforcement of any payment on or with respect to the Subordinate Secured Notes;
(o) waive a default in payment with respect to the Subordinate Secured Notes;
(p) reduce the rate or extend the time for payment of interest on the Subordinate Secured Notes;
(q) affect the ranking of the Subordinate Secured Notes in a manner adverse to the Holder of the Subordinate Secured Notes; or
(r) make any changes to this Indenture or the Subordinate Secured Notes that could result in the Corporation being required to make any withholding or deduction from payments made under or with respect to the Subordinate Secured Notes. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.
Appears in 1 contract
Samples: Note Indenture (Gryphon Gold Corp)
Powers Exercisable by Noteholders by Extraordinary Resolution. Subject to the provisions of Sections 9.4 7.4 and 9.11 of this Indenture, the following powers of the Noteholders shall be exercisable from time to time only by Extraordinary Resolution:
(a) power to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Noteholders or any of them or, subject to the Trustee’s 's prior consent, the Trustee against the Corporation or against its property, whether such rights arise under this Indenture or the Subordinate Secured Notes or otherwise, provided that such sanctioned actions are not prejudicial to the Trustee;
(b) power to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture which shall be agreed to by the Corporation and to authorize the Trustee to concur in and execute any Supplemental Indenture embodying any modification, change, addition or omission;
(c) power to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with or into any other Person or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any transaction which is not subject to any restriction in Section 86;
(d) power to direct or authorize the Trustee to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution (subject to the Trustee being sufficiently funded and indemnified to its reasonable satisfaction) or to refrain from exercising any such power, right, remedy or authority;
(e) power to waive and direct the Trustee to waive any Event of Default and to cancel any declaration made by the Trustee pursuant to Section 9.3 7.3 either unconditionally or upon any condition specified in such Extraordinary Resolution;
(f) power to restrain any Noteholder from taking or instituting any suit, action or proceeding for the purpose of enforcing payment of the principal of, or interest or Premium on, any Subordinate Secured Notes or for the purpose of executing any trust or power hereunder;
(g) power to direct any Noteholder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment, if the taking of such suit, action or proceeding shall have been permitted by Section 9.67.6, of the costs, charges and expenses reasonably and properly incurred by such Noteholder in connection therewith;
(h) power to remove the Trustee at any time;
(i) power to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other Securities of the Corporation; and
(j) power to appoint a committee with power and authority (subject to such limitations, if any, as may be prescribed in the resolution) to exercise, and to direct the Trustee to exercise, on behalf of the Noteholders, such of the powers of the Noteholders as are exercisable by Extraordinary Resolution or otherwise as shall be included in the resolution appointing the committee. The resolution making such appointment may provide for payment of the expenses and disbursements of and compensation to such committee and the Trustee. Such committee shall consist of such number of individuals as shall be prescribed in the resolution appointing it and the members need not be Noteholders. Every such committee may elect its chairman and may make regulations respecting its quorum, the calling of its meetings, the filling of vacancies occurring in its number and its procedure generally. Such regulations may provide that the committee may act at a meeting at which a quorum is present or may act by minutes signed by the number of members thereof necessary to constitute a quorum. All acts of any such committee within the authority delegated to it shall be binding upon all Noteholders. Neither the committee nor any member thereof nor the Trustee shall be liable for any loss arising from or in connection with any action taken or omitted to be taken by them in good faith;
(k) reduce the principal amount at maturity of, extend the fixed maturity of, or alter the redemption provisions of, the Subordinate Secured Notes;
(l) change the currency in which the Subordinate Secured Notes or interest thereon is payable;
(m) reduce the percentage in principal amount at maturity outstanding of the Subordinate Secured Notes that must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Subordinate Secured Notes;
(n) impair the right to institute suit for the enforcement of any payment on or with respect to the Subordinate Secured Notes;
(o) waive a default in payment with respect to the Subordinate Secured Notes;
(p) reduce the rate or extend the time for payment of interest on the Subordinate Secured Notes;
(q) affect the ranking of the Subordinate Secured Notes in a manner adverse to the Holder of the Subordinate Secured Notes; or
(r) make any changes to this Indenture or the Subordinate Secured Notes that could result in the Corporation being required to make any withholding or deduction from payments made under or with respect to the Subordinate Secured Notes. Except as otherwise provided in this Indenture, all other powers of and matters to be determined by the Noteholders may be exercised or determined from time to time by Ordinary Resolution.
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