Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611. (b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance by a successor trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee. (c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. (d) If at any time: (1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 10 contracts
Samples: Exhibit (Sonic Automotive Clearwater Inc), Indenture (Uag Connecticut I LLC), Indenture (Atlantic Auto Funding Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 10 contracts
Samples: Junior Subordinated Indenture (Axis Capital Holdings LTD), Subordinated Indenture (AXIS Specialty Finance LLC), Junior Subordinated Indenture (AXIS Specialty Finance LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter providedmailing of such notice of removal, the Trustee retiring trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5145.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fc) The Company shall give notice Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.01 of the action in that regard taken by the Securityholders.
(d) Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 10 contracts
Samples: Junior Subordinated Indenture (Morgan Stanley Capital Trust XI), Junior Subordinated Indenture (Morgan Stanley Capital Trust XI), Junior Subordinated Indenture (MSDW Capital Trust V)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 6116.11.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time time, upon 30 days prior or written notice, resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date of resignationCompany. Upon receiving such notice of or resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the CompanyDirectors, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance by a successor trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 6.9 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 5145.14, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it ii may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 6116.11. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 5145.14, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 8 contracts
Samples: Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article 8 shall become effective until the acceptance of appointment by the successor trustee under Section 6118.11.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance by a successor trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 8.09 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 5147.14, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 6118.11. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 5147.14, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Registerregister of the Registrar. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 7 contracts
Samples: Indenture (General Cable Corp /De/), Indenture (Diversified Contractors Inc), Indenture (General Cable Corp /De/)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article 8 shall become effective until the acceptance of appointment by the successor trustee under Section 6118.11.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to Company. Such resignation shall take effect upon the proposed date appointment of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the acceptance of such appointment by such successor trusteeTrustee. If an the instrument of acceptance by a successor trustee Trustee required by Section 811 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignationresignation or of any removal of the Trustee as hereinafter provided, the resigning or removed Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trusteeTrustee with respect to the Securities.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 8.09 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 5147.14, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, Company shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 6118.11. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Companytrustee. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 5147.14, on behalf of himself and all others similarly situated, petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Registerregister of the Registrar. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 6 contracts
Samples: Indenture (Service Corporation International), Indenture (Service Corporation International), Indenture (Stewart Enterprises Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series of Securities and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5145.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series of Securities and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 6 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and at the cost and expense of the Issuer, and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 5 contracts
Samples: Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to Section 514the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 5 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Subordinated Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 4 contracts
Samples: Indenture (Williams Communications Group Inc), Indenture (Unionbancal Finance Trust Iv), Indenture (Metromedia Fiber Network Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the The Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Securities of one or more series by giving written notice thereof of resignation to the Company no later than 20 Business Days prior and to the proposed date Holders of resignationSecurities of such series, such notice to the Holders to be given by mailing (by first class mail) the same within 30 calendar days after such notice is given to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument in duplicate, executed by authority of the Board of Directors of the Company, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trustee. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 calendar days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor trustee, or any Holder of the affected series who has been a bona fide Holder holder of a Security the Securities of the affected series for at least six months (or since the Issue Date for such Securities if the holding period is less than six months) may, on behalf of himself itself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) of the Trust Indenture Act, after written request therefor by the Company or by any Holder who has been a bona fide Holder holder of a Security Securities of the affected series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09, and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, such Holder; or
(3iii) the Trustee shall become incapable of acting acting, or shall be adjudged a as bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution may remove the TrusteeTrustee and appoint a successor trustee by written instrument, or (ii) in duplicate, executed by authority of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514315(e) of the Trust Indenture Act, the any Holder of any Security the affected series who has been a bona fide Holder holder of a Security the Securities of the affected series for at least six months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in principal amount aggregate Principal Amount of the Outstanding Securities delivered of any series at the time outstanding may at any time remove the Trustee for that series and appoint a successor trustee by delivering to the Trustee so removed, to the successor trustee so appointed and to the Company and any Guarantor the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanyHolders of that series. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and have accepted appointment in 30 calendar days after the manner hereinafter providedmailing of such notice of removal, the Trustee or being removed may petition, at the Holder expense of any Security who has been a bona fide Holder for at least six months maythe Company, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.
(e) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor trustee Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee Trustee with respect to the Securities of such series and the address of its Corporate Trust Office or agent hereunderOffice.
Appears in 4 contracts
Samples: Indenture (Axsome Therapeutics, Inc.), Indenture (Axsome Therapeutics, Inc.), Indenture (Valeritas Holdings Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to Section 514the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 4 contracts
Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc), Senior Subordinated Indenture (Hovnanian Enterprises Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving 30 days’ written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the its Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition, or any Holder who has been a bona fide Holder of a Security for at least six months maythe Issuer’s expense, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.6, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.8 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(d) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.10.
Appears in 4 contracts
Samples: Junior Subordinated Indenture (Enstar Group LTD), Subordinated Indenture (Enstar Finance LLC), Junior Subordinated Indenture (Enstar Finance LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5145.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 4 contracts
Samples: Senior Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc), Senior Indenture (Hovnanian Enterprises Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 3 contracts
Samples: Junior Subordinated Indenture (Morgan Stanley Capital Trust VIII), Junior Subordinated Indenture (Morgan Stanley), Junior Subordinated Indenture (Morgan Stanley Capital Trust VIII)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee (at no expense to itself) may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 3 contracts
Samples: Indenture (Weyerhaeuser Co), Indenture (Plum Creek Timber Co Inc), Indenture (Plum Creek Timber Co Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(d) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 3 contracts
Samples: Senior Indenture (Greenlight Capital Re, Ltd.), Subordinated Indenture (Greenlight Capital Re, Ltd.), Subordinated Indenture (Alterra Finance LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 3 contracts
Samples: Senior Subordinated Debt Indenture (Kaufman & Broad Home Corp), Senior Debt Indenture (Kaufman & Broad Home Corp), Subordinated Debt Indenture (Kaufman & Broad Home Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5145.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 3 contracts
Samples: Senior Indenture (York International Corp /De/), Senior Subordinated Indenture (York International Corp /De/), Subordinated Indenture (York International Corp /De/)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving 60 days’ prior written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and by mailing notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register or otherwise providing notice to Holders in the manner applicable to the proposed date Securities of resignationeach such series, or the Holders of a majority in aggregate principal amount of outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Issuer in writing and may appoint a successor trustee with respect thereto with the Issuer’s consent. Upon receiving such notice of resignationresignation or removal from the Trustee, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by duly authorized written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee or the Issuer and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have has been delivered so appointed with respect to the Trustee any series of Securities and has accepted such appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee trustee may, on behalf of and at the expense of the Issuer, with prior notice to the Issuer, appoint its own successor or the resigning trustee or the Issuer may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) after written request therefor by the Company or by with respect to any Holder who has been a bona fide Holder series of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 Securities and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months, ;
(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to the applicable series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by duly authorized written instrument, or (ii) in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of any series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 6.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 5.11.
Appears in 3 contracts
Samples: Subordinated Indenture (Sumitomo Mitsui Financial Group, Inc.), Senior Indenture (Sumitomo Mitsui Financial Group, Inc.), Senior Indenture (Sumitomo Mitsui Financial Group, Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and, if required by applicable law or regulations, by mailing notice of such resignation to the proposed date Holders of resignationthen Outstanding Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company Securityholders.
(d) Any resignation or the Holders removal of the Securities Trustee with respect to any series and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteetrustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.
(e) The retiring Trustee shall not be liable for the acts or omissions of any successor Trustee hereunder.
(f) The Company shall give notice Upon appointment of each resignation any successor Trustee, all fees, charges and each removal expenses of the retiring Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderbe paid.
Appears in 3 contracts
Samples: Indenture (Unisys Corp), Indenture (Unisys Corp), Indenture (Unisys Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving 30 days’ prior written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Bearer Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the Companytwo Authorized Signatories, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 7.09 of this Indenture and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a to be bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by Authorized Signatories of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(c) The Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with 30 days’ prior written notice to the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 8.01 of the action in that regard taken by the Securityholders.
(d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11.
(e) If Any Agent may at any time resign by giving 30 days’ prior written notice to the Trustee shall resign, be removed or become incapable Issuer. Upon receiving such notice of acting, or if a vacancy shall occur in the office of Trustee for any causeresignation, the Company, by a Board Resolution, Issuer shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal agent or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Companyagents. If no successor trustee agent shall have been so appointed by within 30 days after the Company mailing of such notice or the Holders of the Securities and accepted appointment in the manner hereinafter providedresignation, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, resigning agent may petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal agent, or for other appropriate relief, at the sole cost of the Trustee and each appointment of a successor trustee by mailing Issuer. The Issuer may remove any Agent with 30 days’ prior written notice of to such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderAgent.
Appears in 2 contracts
Samples: Eligible Liabilities Senior Indenture (Deutsche Bank Aktiengesellschaft), Eligible Liabilities Senior Indenture (Deutsche Bank Aktiengesellschaft)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the The Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Debt Securities of any one or more Series by giving not less than 90 days’ written notice of resignation to the Republic and by providing notice thereof to the Company no later than 20 Business Days prior to affected Holders at the proposed date expense of resignationthe Republic as provided in paragraph 12 of the Terms of the affected Series. Upon receiving such notice of resignation, the Company Republic shall promptly appoint a successor trustee with respect to such Series by written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trustee. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignationresignation has been given, the resigning Trustee may, at the expense and on behalf of the Republic, appoint its own successor or petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder of Debt Securities of the affected Series who has been a bona fide Holder of a Debt Security of such Series for at least six months may, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trusteetrustee with respect to the Debt Securities of the affected Series.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) i. the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 5.8 and shall fail to resign after written request therefor by or on behalf of the Company Republic or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3) ii. the Trustee shall become incapable of acting acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Republic may remove the TrusteeTrustee and appoint a successor trustee with respect to all affected Debt Securities by written instrument, or (ii) subject in duplicate, one copy of such instrument shall be delivered to Section 514the Trustee so removed and one copy to the successor trustee, the or, any Holder of any Security who has been a bona fide Holder of a Debt Security of any affected Series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove trustee with respect to the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence Debt Securities of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the CompanySeries. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and have accepted appointment in the manner hereinafter providedwithin 60 days after such notice of removal has been given, the Trustee being removed may, at the expense and on behalf of the Republic, appoint its own successor or petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder of any Security Debt Securities of the affected Series who has been a bona fide Holder of a Debt Security of such Series for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee.
(fc) The Company shall give notice Holders of each a Majority in aggregate principal amount Outstanding of the Debt Securities of any Series may at any time remove the Trustee and appoint a successor trustee for the Debt Securities of such Series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Republic the evidence provided for in Section 6.1 of the action in that regard taken by the Holders.
(d) Any resignation and each or removal of the Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 5.10.
Appears in 2 contracts
Samples: Indenture (Republic of Indonesia), Indenture (Republic of Indonesia)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Bearer Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board board of Directors of the Companydirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Indenture (Abn Amro Bank Nv), Indenture (Abn Amro Bank Nv)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Notes by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Notes are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Notes affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to §313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Notes at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Security Note or Notes for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of §310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to the Notes after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security Note or Notes for at least six months,; or
(2ii) the Trustee shall cease to be eligible under Section 609 in accordance with the provisions of § 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3iii) the Trustee shall become incapable of acting with respect to the Notes, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee and appoint a successor trustee by written instrument, or (ii) in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514§ 315(e) of the Trust Indenture Act of 1939, the any Holder of any Security who has been a bona fide Holder of a Security Note or Notes for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) . If the an instrument of acceptance by a successor Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities have been delivered to the Company and Trustee within 30 days after the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance giving of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders notice of the Securities and accepted appointment in the manner hereinafter providedremoval, the Trustee or being removed may petition, at the Holder expense of any Security who has been a bona fide Holder for at least six months maythe Issuer, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee with respect to the Notes.
(fc) The Company shall give notice Holders of each a majority in aggregate principal amount of the Notes Outstanding may at any time remove the Trustee with respect to the Notes and appoint a successor trustee with respect to the Notes by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.1 of the action in that regard taken by the Holders.
(d) Any resignation and each or removal of the Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.as provided in Section 5.10
Appears in 2 contracts
Samples: Indenture (Boardwalk Pipelines Lp), Indenture (Boardwalk Pipeline Partners, LP)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving 60 days written notice thereof of resignation to the Company no later than 20 Business Days prior and by mailing notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the Register or otherwise providing notice to Holders in the manner applicable to the proposed date Securities of resignationeach series. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by duly authorized written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignationresignation or removal, as the case may be, the resigning Trustee trustee may, on behalf of and at the expense of the Company, appoint its own successor, or the resigning trustee (at the expense of the Company) or the Company may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution may shall remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by duly authorized written instrument, or (ii) in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Company the evidence provided for in Section 6.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.09 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 5.10.
Appears in 2 contracts
Samples: Perpetual Subordinated Indenture (Mitsubishi Ufj Financial Group Inc), Fixed Term Subordinated Indenture (Mitsubishi Ufj Financial Group Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 2 contracts
Samples: Junior Subordinated Indenture (AXIS Specialty Finance LLC), Subordinated Indenture (AXIS Specialty Finance LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.9, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor trustee., or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Indenture (Belco Oil & Gas Corp), Senior Indenture (Belco Oil & Gas Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.07, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Indenture (Morgan Stanley Dean Witter & Co), Senior Indenture (Morgan Stanley Capital Trust VIII)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee Trustee under Section 6116.11.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than at least 20 Business Days prior to the proposed date of such proposed resignation; provided such trustee shall agree to cooperate with the Company with respect to the appointment of a successor trustee and ongoing matters. Upon receiving such notice of resignation, the Company shall shall, after all monies due and owing have been paid to the Trustee, promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the CompanyBoard, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trusteeTrustee. If an instrument of acceptance by a successor trustee Trustee shall not have been delivered to the Trustee within 30 days 20 Business Days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has 44 -41- been a bona fide Holder of a Security Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trusteeTrustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding SecuritiesNotes, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act in accordance with Section 310(b) 6.08 hereof after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security Note for at least six months,, or
(2) the Trustee shall cease to be eligible under Section 609 6.09 hereof and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security Note for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of or rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 5145.14, the Holder of any Security Note who has been a bona fide Holder of a Security Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trusteeTrustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611Trustee. If, within 60 days one year after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee Trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities Notes delivered to the Company and Company, the retiring Trustee. Such successor trustee Trustee so appointed shall shall, forthwith upon its acceptance of such appointment appointment, become the successor trustee Trustee and supersede the successor trustee Trustee appointed by the Company. If no successor trustee Trustee shall have been so appointed by the Company or the Holders of the Securities Notes and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security Note who has been a bona fide Holder for at least six months may, subject to Section 5145.14, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee.
(f) The Company shall use reasonable efforts to give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities Notes as their names and addresses appear in the Security Note Register. Each notice shall include the name of the successor trustee Trustee and the address of its Corporate Trust Office or agent hereunderOffice.
Appears in 2 contracts
Samples: Indenture (Spincycle Inc), Indenture (Spincycle Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving 60 days’ prior written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and by mailing notice thereof by first class mail to Holders of the applicable series of Securities at their last addresses as they shall appear on the Security register or otherwise providing notice to Holders in the manner applicable to the proposed date Securities of resignationeach such series, or the Holders of a majority in Current Principal Amount of Outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee and the Issuer in writing and may appoint a successor trustee with respect thereto with the Issuer’s consent. Upon receiving such notice of resignationresignation or removal from the Trustee, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by duly authorized written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee or the Issuer and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have has been delivered so appointed with respect to the Trustee any series of Securities and has accepted such appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee trustee may, on behalf of and at the expense of the Issuer, with prior notice to the Issuer, appoint its own successor or the resigning trustee or the Issuer may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) after written request therefor by the Company or by with respect to any Holder who has been a bona fide Holder series of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 Securities and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months, ;
(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to the applicable series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by duly authorized written instrument, or (ii) in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in principal amount Current Principal Amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 6.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 5.11.
Appears in 2 contracts
Samples: Perpetual Subordinated Indenture (Sumitomo Mitsui Financial Group, Inc.), Perpetual Subordinated Indenture (Sumitomo Mitsui Financial Group, Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the The Funding Note Indenture Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving not less than 90 days' prior written notice thereof of resignation to Global Funding and to the Company no later than 20 Business Days prior to Holders of the proposed date of resignationFunding Note as provided in the Funding Note Indenture. Upon receiving such notice of resignation, the Company Global Funding shall promptly appoint cause a successor trustee with respect to the applicable series to be appointed by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyGlobal Funding, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trustee. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(db) If at any time:
(1i) the Trustee shall fail to comply with the provisions of Trust Funding Note Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.7(a) or the requirements of Section 310 of the Trust Indenture Act or any applicable Supplemental Funding Note Indenture and shall fail to resign after pursuant to Section 6.7(b) or following written request therefor by the Company Global Funding or by any such Holder who has been a bona fide Holder of a Security for at least six months, orpursuant to Section 6.8(c);
(3ii) the Funding Note Indenture Trustee shall become incapable of acting with respect to the Funding Note, or shall be adjudged a as bankrupt or insolvent, or a receiver or liquidator of the Funding Note Indenture Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Funding Note Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, ; or
(iiii) the Company Funding Note Indenture Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to the Funding Note after written request therefor by a Board Resolution may remove the Trustee, Global Funding or (ii) subject to Section 514, the any Holder of any Security the Funding Note who has been a bona fide Holder of the Funding Note for at least six months; then, in any such case, except during the existence of an Event of Default, Global Funding may remove the Funding Note Indenture Trustee and appoint a Security successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Funding Note Indenture Trustee so removed and one copy to the successor trustee.
(c) In addition to the right of petition given to the resigning trustee and the right of removal given to Global Funding under Sections 6.8(a) and 6.8(b), respectively, any Holder who has been a Holder of the Funding Note for at least six months may, on behalf of himself itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee or the removal of the Funding Note Indenture Trustee and the appointment of a successor trustee, as the case may be. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee or remove the Funding Note Indenture Trustee and appoint a successor trustee, as the case may be.
(d) The Holder Representative may at any time remove the Funding Note Indenture Trustee and appoint a successor trustee by delivering to the Funding Note Indenture Trustee so removed, to the successor trustee so appointed and to Global Funding the evidence provided for in Section 8.1 of the action in that regard taken by a Holder.
(e) If the Trustee shall resign, be removed Any resignation or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Funding Note Indenture Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section 6.8 shall only become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.9.
Appears in 2 contracts
Samples: Standard Funding Note Indenture Terms (Allstate Life Global Funding), Funding Note Indenture (Allstate Life Global Funding)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trusteeTrustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided in Section 6.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.09 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 5.10.
Appears in 2 contracts
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Prepaid Security Indenture (Sunamerica Capital Trust Vi), Subordinated Indenture (Sunamerica Capital Trust Vi)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer and the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the Companytheir respective Boards, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee maytrustee, at the expense of the Issuer and Guarantor, may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer, the Guarantor or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 6.09 and Section 609 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer and the Guarantor may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of the Issuer and the Board of the Guarantor, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed Any resignation or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Warrant Indenture (JPMorgan Chase Financial Co. LLC), Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement (JPMorgan Chase Financial Co. LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of any series at the time Outstanding may at any time remove the Trustee with respect to the Company Securities of such series and appoint a successor Trustee with respect to the retiring Trustee. Such Securities of such series by delivering to the Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 2 contracts
Samples: Subordinated Indenture (Scottish Annuity & Life Holdings LTD), Senior Indenture (Scottish Annuity & Life Holdings LTD)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Bearer Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer or the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board its board of Directors of the Companydirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer, the Guarantor or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer or the Guarantor may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board or (ii) the Guarantor's Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Indenture (Abn Amro Bank Nv), Senior Indenture (Abn Amro Bank Nv)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of
(c) The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the Securityholders. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the delivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or (ii) subject to Section 514, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ed) If the Trustee shall resign, be removed Any resignation or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Subordinated Indenture (Belco Oil & Gas Corp), Senior Subordinated Indenture (Belco Oil & Gas Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or (ii) subject to Section 514, the any Holder of any Security who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time, upon 30 days’ advance written notice, remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series with the retiring Trustee. Such consent of the Issuer by delivering to the Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 6.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company Holders.
(d) Any resignation or the Holders removal of the Securities Trustee with respect to any series and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee with respect to such series pursuant to any of the provisions of this Section 5.11 shall become effective only upon acceptance of appointment by the successor Trustee as provided in Section 5.12.
(fe) The Company shall give notice Any successor Trustee appointed pursuant to this Section may be appointed with respect to the Securities of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice one or more series or all of such event by first-class mailseries, postage prepaid, and at any time there shall be only one Trustee with respect to the Holders Securities of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderany particular series.
Appears in 2 contracts
Samples: Indenture (Workday, Inc.), Indenture (Illumina, Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuers. Upon receiving such notice of resignation, the Company Issuers shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the Companyeach Issuer, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuers or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuers or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuers may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of each Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514, the Holder provisions of Article Five any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuers the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5145.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Indenture (Triton Energy Corp), Senior Indenture (Triton Energy LTD)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Debt Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and by mailing notice thereof by first-class mail to Holders of the proposed date applicable series of resignationDebt Securities at their last addresses as they shall appear on the Debt Security register. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(db) If at any timetime any of the following shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.08 with respect to any series of Debt Securities after written request therefor by the Company Issuer or by any Holder Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Debt Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Debt Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Debt Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the President or (ii) the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Debt Securityholder who has been a bona fide Holder of a Debt Security or Debt Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Debt Securities of such series and appoint a successor trustee with respect to the Company and Debt Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeDebt Securityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series of Debt Securities and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Trust Indenture (Financial Security Assurance Holdings LTD/Ny/), Subordinated Indenture (Financial Security Assurance Holdings LTD/Ny/)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in ________________________________ and in an Authorized Newspaper in each of resignationthe Places of Payment (and, if required, at least once in an Authorized Newspaper in any other place or places), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Subordinated Indenture (Hawaiian Electric Industries Inc), Senior Subordinated Indenture (Hei Preferred Funding L P)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Subordinated Indenture (Morgan Stanley Dean Witter & Co), Subordinated Indenture (Morgan Stanley Capital Trust VIII)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving 30 days’ written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the its Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition, or any Holder who has been a bona fide Holder of a Security for at least six months maythe Issuer’s expense, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.6, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Txxxxxx. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.8 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(d) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.10.
Appears in 2 contracts
Samples: Senior Indenture (Enstar Finance LLC), Subordinated Indenture (Enstar Finance LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a -44- 52 bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Subordinated Indenture (Source One Mortgage Services Corp), Subordinated Indenture (Source One Mortgage Services Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5145.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Indenture (Citizens Communications Co), Subordinated Indenture (Citizens Communications Co)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and by mailing notice of such resignation to the proposed date Holders of resignationthen Outstanding Securities affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security for at least six months may, subject to the provisions of Section 6.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2i) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 7.09 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3ii) the Trustee shall become incapable of acting acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee and appoint a successor trustee by written instrument, or (ii) subject in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to Section 514the Trustee so removed and one copy to the successor trustee, the Holder of or, any Security Securityholder who has been a bona fide Holder of a Security for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered at the time outstanding may at any time remove the Trustee with respect to Securities and appoint a successor trustee with respect to the Company and Securities by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 7.11.
Appears in 2 contracts
Samples: Trust Indenture (First Responder Systems & Technology Inc.), Trust Indenture (First Responder Systems & Technology Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the The Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Debt Securities of any one or more Series by giving not less than 90 days’ written notice of resignation to the Republic and by providing notice thereof to the Company no later than 20 Business Days prior to affected Holders at the proposed date expense of resignationthe Republic as provided in paragraph 11 of the Terms of the affected Series. Upon receiving such notice of resignation, the Company Republic shall promptly appoint a successor trustee with respect to such Series by written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trustee. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignationresignation has been given, the resigning Trustee may, at the expense of the Republic, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder of Debt Securities of the affected Series who has been a bona fide Holder of a Debt Security of such Series for at least six months may, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trusteetrustee with respect to the Debt Securities of the affected Series.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2i) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 5.8 and shall fail to resign after written request therefor by or on behalf of the Company Republic or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3ii) the Trustee shall become incapable of acting acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Republic may remove the TrusteeTrustee and appoint a successor trustee with respect to all affected Debt Securities by written instrument, or (ii) subject in duplicate, one copy of such instrument shall be delivered to Section 514the Trustee so removed and one copy to the successor trustee, the or, any Holder of any Security who has been a bona fide Holder of a Debt Security of any affected Series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court trustee with respect to the Debt Securities of such Series.
(c) The Holders of a Majority in aggregate principal amount Outstanding of the Debt Securities of any Series may thereupon, after such notice, if any, as it may deem proper and prescribe, at any time remove the Trustee and appoint a successor trusteetrustee for the Debt Securities of such Series by delivering to the Trustee so removed, to the successor trustee (which, so long as no Event of Default shall have occurred and be continuing under the Indenture or any Debt Securities, shall not be a successor institution to which the Republic reasonably objects) so appointed and to the Republic the evidence provided for in Section 6.1 of the action in that regard taken by the Holders.
(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 5.10.
(e) If In the Trustee shall resigncase of any Series of Debt Securities proposed to be issued hereunder that are subject to the laws of a jurisdiction outside of the United States, be removed at the option of the Republic or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any causeTrustee, the Company, by a Board Resolution, shall promptly Republic will appoint a successor trustee and shall comply with the applicable requirements for such Series of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Debt Securities delivered prior to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeauthentication thereof.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 2 contracts
Samples: Indenture (Federative Republic of Brazil), Indenture (Federative Republic of Brazil)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York and (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition, or any Holder who has been a bona fide Holder of a Security for at least six months maythe Issuer’s expense, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 2 contracts
Samples: Senior Indenture (Aflac Inc), Subordinated Indenture (Aflac Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the The Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Debt Securities of any one or more Series by giving not less than 90 days’ written notice of resignation to the Republic and by providing notice thereof to the Company no later than 20 Business Days prior to affected Holders at the proposed date expense of resignationthe Republic as provided in paragraph 11 of the Terms of the affected Series. Upon receiving such notice of resignation, the Company Republic shall promptly appoint a successor trustee with respect to such Series by written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trustee. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignationresignation has been given, the resigning Trustee may, at the expense of the Republic, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder of Debt Securities of the affected Series who has been a bona fide Holder of a Debt Security of such Series for at least six months may, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trusteetrustee with respect to the Debt Securities of the affected Series.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) i. the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 5.8 and shall fail to resign after written request therefor by or on behalf of the Company Republic or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3) ii. the Trustee shall become incapable of acting acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Republic may remove the TrusteeTrustee and appoint a successor trustee with respect to all affected Debt Securities by written instrument, or (ii) subject in duplicate, one copy of such instrument shall be delivered to Section 514the Trustee so removed and one copy to the successor trustee, the or, any Holder of any Security who has been a bona fide Holder of a Debt Security of any affected Series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court trustee with respect to the Debt Securities of such Series.
(c) The Holders of a Majority in aggregate principal amount Outstanding of the Debt Securities of any Series may thereupon, after such notice, if any, as it may deem proper and prescribe, at any time remove the Trustee and appoint a successor trusteetrustee for the Debt Securities of such Series by delivering to the Trustee so removed, to the successor trustee (which, so long as no Event of Default shall have occurred and be continuing under the Indenture or any Debt Securities, shall not be a successor institution to which the Republic reasonably objects) so appointed and to the Republic, the evidence provided for in Section 6.1 of the action in that regard taken by the Holders.
(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 5.10.
(e) If In the Trustee shall resigncase of any Series of Debt Securities proposed to be issued hereunder that are subject to the laws of a jurisdiction outside of the United States, be removed at the option of the Republic or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any causeTrustee, the Company, by a Board Resolution, shall promptly Republic will appoint a successor trustee and shall comply with the applicable requirements for such Series of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Debt Securities delivered prior to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeauthentication thereof.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 2 contracts
Samples: Indenture (Republic of Colombia), First Supplemental Indenture (Republic of Colombia)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged of the trusts hereby created by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationMan- xxxxxx, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized News- paper in Luxembourg), (ii) if any Unregistered Securities are then Outstand- ing, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities at their addresses as they shall appear on the registry books. Upon receiving such notice of resignationresig- nation, the Company Issuer shall promptly appoint a successor trustee or trustees by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirec- tors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after af- ter the giving mailing of such notice of resignation, the resigning Trustee maytrustee may peti- tion any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities for at least six months may, subject to the provisions of Sec- tion 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint ap- point a successor trustee.
(eb) If In case at any time any of the following shall occur: (i) the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall fail to comply with the applicable requirements provisions of Section 611. If, within 60 days 310(b) of the Trust Indenture Act of 1939 after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed written request therefor by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed Is- xxxx or by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities for at least six months may, subject months; or (ii) the Trustee shall cease to be eligible in accordance with the provi- sions of Section 514, on behalf of himself 6.9 and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(fSection 310(a) The Company shall give notice of each resignation and each removal of the Trustee Trust Indenture Act of 1939 and each appointment of a successor trustee shall fail to resign after written request therefor by mailing written notice of such event the Issuer or by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office any Securityholder; or agent hereunder.49
Appears in 2 contracts
Samples: Indenture (New Tenneco Inc), Indenture (New Tenneco Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company Securityholders.
(d) Any resignation or the Holders removal of the Securities Trustee with respect to any series and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteetrustee with respect to such series pursuant to any of the provisions of this Section 6.9 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.10.
(fe) The Company Issuer shall give notice of each resignation and each removal of the Trustee and each appointment (i) if any Unregistered Securities of a successor trustee by mailing written notice of such event by first-class mail, postage prepaidseries affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities as of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses appear in with the Security Register. Each Trustee pursuant to Section 4.4(c) (ii), by mailing such notice shall include to such Holders at such addresses as were so furnished to the name of the successor trustee Trustee (and the address Trustee shall make such information available to the Issuer for such purpose) and (iii) to the Holders of its Corporate Trust Office or agent hereunderRegistered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books.
Appears in 2 contracts
Samples: Supplemental Indenture (Safeway Stores 42, Inc.), Supplemental Indenture (Albertsons Companies, Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months, ; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee Trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter providedmailing of such notice of removal, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months being removed may, subject to Section 514, on behalf at the expense of himself and all others similarly situatedthe Issuer, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee with respect to the Securities of such series.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 2 contracts
Samples: Indenture (Smart Balance, Inc.), Indenture (Smart Balance, Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged of the trusts created by this Indenture by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, (ii) if any Unregistered Securities are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of the then Outstanding Registered Securities at their addresses as they shall appear on the Security registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument instrument, in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and shall have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself such Holder and all others similarly situatedsituxxxx, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the Securities of any or all series, as appropriate, and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee or (ii) trustees, or, subject to the provisions of Section 5145.12, the any Holder of any Security who has been a bona fide Holder of a Security or Securities of such series for at least six months may, on behalf of himself such Holder and all others similarly situatedsituxxxx, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities at the time Outstanding Securities delivered may at any time remove the Trustee and appoint a successor trustee by delivering to the Company and Trustee so removed, to the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeHolders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee as provided in Section 6.11.
(e) Except in the case of a default in the payment of the principal of or interest on any Security, or in the payment of any sinking or purchase fund installment, the Trustee shall not be required to resign as provided by Section 6.8 if the Trustee shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that:
(i) the address default under this Indenture may be cured or waived during a reasonable period and under the procedures described in such application; and
(ii) a stay of its Corporate Trust Office or agent hereunderthe Trustee's duty to resign will not be inconsistent with the interests of the Securityholders.
Appears in 1 contract
Samples: Indenture (CMS Energy Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Notes by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuers and by mailing notice thereof by first class mail to the proposed date Holders of resignationNotes at their last addresses as they shall appear on the Note Register. Upon receiving such notice of resignation, the Company Issuers shall promptly appoint a successor trustee or trustees by written instrument in duplicate, executed by authority of the Board of Directors of the Companyeach Issuer, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition, at the expense of the Issuers, any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Noteholder who has been a bona fide Holder of a Security Note for at least six months may, subject to the provisions of Section 7.11, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 7.08 with respect to any Notes after written request therefor by the Company Issuers or by any Holder Noteholder who has been a bona fide Holder of a Security Note for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 7.09 and shall fail to resign after written request therefor by the Company Issuers or by any Holder who has been a bona fide Holder of a Security for at least six months, Noteholder; or
(3iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; or
(iv) the Issuers shall determine that the Trustee has failed to perform its obligations under this Indenture in any material respect; then, in any such case, (i) the Company by a Board Resolution Issuers may remove the TrusteeTrustee and appoint a successor trustee by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of each Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5147.11, the Holder of any Security Noteholder who has been a bona fide Holder of a Security Note for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and have accepted appointment in the manner hereinafter providedwithin 30 days after a notice of removal has been given, the Trustee or the Holder of any Security who has been removed trustee may petition a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(fc) The Company shall give notice Holders of each a majority in aggregate principal amount of the Notes at the time outstanding may at any time remove the Trustee and appoint a successor trustee by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuers the evidence provided for in Section 1.05 of the action in that regard taken by the Noteholders.
(d) Any resignation and each or removal of the Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section 7.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 7.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Company the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.10, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of any series at the time Outstanding may at any time remove the Trustee with respect to the Company Securities of such series and appoint a successor Trustee with respect to the retiring Trustee. Such Securities of such series by delivering to the Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Samples: Senior Indenture (Nationwide Financial Services Inc/)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Security holder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee, or (ii) subject Trustee with respect to Section 514, the Holder applicable series of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee Securities and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee trustee for any cause, the Company, such series by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.instrument,
Appears in 1 contract
Samples: Indenture (Lubrizol Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee within two years preceding the giving of such notice at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer and the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyIssuer and the Board of Directors of the Guarantor, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees (it being understood that any such successor trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one successor trustee with respect to the Securities of a particular series); provided that, if the Issuer and the Guarantor appoint different successor trustees, the Guarantor's appointment shall prevail. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (iA) the Company by a Board Resolution Issuer and the Guarantor may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer and the Board of Directors of the Guarantor, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, (it being understood that any such successor trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one successor trustee with respect to the Securities of a particular series); provided that, if the Issuer and the Guarantor appoint different successor trustees, the Guarantor's appointment shall prevail or (iiB) subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer and the Guarantor the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company Securityholders.
(d) Any resignation or the Holders removal of the Securities Trustee with respect to any series and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteetrustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.
(fe) The Company Issuer shall give notice of each resignation and each removal of the Trustee and each appointment (i) if any Unregistered Securities of a successor trustee by mailing written notice of such event by first-class mail, postage prepaidseries affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities as of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses appear in with the Security Register. Each Trustee within two years preceding the giving of such notice, by mailing such notice shall include to such Holders at such addresses as were so furnished to the name of the successor trustee Trustee (and the address Trustee shall make such information available to the Issuer for such purpose) and (iii) to the Holders of its Corporate Trust Office or agent hereunderRegistered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books.
Appears in 1 contract
Samples: Indenture (Sysco Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Samples: Subordinated Indenture (Williams Holdings of Delaware Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) 1. The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Xxxxxxx. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c) The Trustee may be removed 2. In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 6.8 or Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 6113. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
4. Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Subordinated Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior and (i) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Subordinated Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Subordinated Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Subordinated Securities after written request therefor by the Company or by any Holder Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Subordinated Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution may remove the TrusteeTrustee with respect to the applicable series of Subordinated Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Company, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Subordinated Security or Subordinated Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Subordinated Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Subordinated Securities of such series and appoint a successor trustee with respect to the Company and Subordinated Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Company the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal The Trustee may resign and be discharged of the Trustee Trust by giving at least sixty (60) days' written notice to each Rating Agency, each Designated Carrier, Telefonica del Peru and no appointment the Required Percentage of a successor trustee pursuant to this Article Certificateholders, and such resignation shall become effective until the acceptance of appointment take effect upon (i) receipt by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date Trustee of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance executed by a successor trustee shall not have been delivered as herein provided in Section 5.06, and (ii) receipt by each Designated Carrier of a notice to make all payments in respect of the Trustee within 30 days after the giving Purchased Receivables to a designated account of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed at any time for cause (including, without limitation, in connection with the failure of the Trustee to maintain in full force and effect any cause license required to conduct business in the State of New York) by the Required Percentage of Certificateholders or for no Telefonica del Peru pursuant to a written notice delivered to the Trustee, each Designated Carrier, each Rating Agency, Telefonica del Peru and all of the Certificateholders not less than thirty (30) days prior to the date of removal. The Trustee may be removed at any time without cause by an Act a written notice of the Holders Required Percentage of Certificateholders delivered to the Trustee, each Designated Carrier, each Rating Agency, Telefonica del Peru and all of the Certificateholders. Any such removal shall take effect upon (i) receipt by the Trustee of an instrument of acceptance executed by a successor trustee as herein provided in Section 5.06 and (ii) the receipt by each Designated Carrier of a notice to make all payments in respect of the Purchased Receivables to a designated account of such successor Trustee.
(c) If at any time the Trustee shall issue a notice of resignation or receive a notice of removal, Telefonica del Peru or, if it does not do so, then any Certificateholder, may by written notice propose a successor trustee (and if necessary propose alternative candidates seriatim) to the Certificateholders, or, if applicable, to the other Certificateholders, for approval by the Required Percentage of Certificateholders. In the event that no such successor trustee is appointed by Written Direction within 30 days after the giving of notice of resignation, the Trustee may request a court to make such appointment. Any court-appointed successor trustee shall automatically be replaced by a successor trustee subsequently appointed by Written Direction. Every successor trustee appointed pursuant to this Section 5.05 shall be a national bank or a bank or trust company incorporated under the laws of the State of New York, having its principal office in The City of New York, having a capital and surplus of not less than $100,000,000 and a majority in aggregate principal amount rating on its long-term unsecured debt obligations of not less than "A-", "A-" or "A3" by Standard & Poor's, Fitch and Moody's, respectivexx (xxxxxxxx xxxt, if such successor trustee is nox xxxxx by Standard & Poor's, Fitch or Moody's and is 100% owned by a parent corporation which is so rated, xxxx xxrent corporation shall have a rating of not less than "A-", "A-" or "A3", respectively) and subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. 9.10(b), if there be such an institution willing, qualified and able to accept the Outstanding Securitiestrust upon reasonable and customary terms. Until a successor trustee has been appointed to act as Trustee hereunder, delivered to the Trustee no such resignation or removal shall be effective, and to the Company.
(d) If at any time:
(1) the Trustee shall fail continue to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of perform its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent duties hereunder.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the The Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Debt Securities of any one or more Series by giving not less than 60 days’ written notice of resignation to the Province and by providing notice thereof to the Company no later than 20 Business Days prior to affected Holders at the proposed date expense of resignationthe Province as provided in Paragraph 12 of the Terms of the affected Series. Upon receiving such notice of resignation, the Company Province shall promptly appoint a successor trustee with respect to such Series by written instrument executed by authority of the Board of Directors of the Companyin duplicate, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trustee. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 60 days after the giving of such notice of resignationresignation has been given, the resigning Trustee mayat the sole expense of the Province may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder of Debt Securities of the affected Series who has been a bona fide Holder of a Debt Security of such Series for at least six months may, on behalf of himself and all others similarly situated, petition any court such court, at the sole expense of competent jurisdiction the Province, for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trusteetrustee with respect to the Debt Securities of the affected Series.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2i) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.8 and shall fail to resign after written request therefor by or on behalf of the Company Province or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3ii) the Trustee shall become incapable of acting acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Province may remove the TrusteeTrustee and appoint a successor trustee with respect to all affected Debt Securities by written instrument, or (ii) subject in duplicate, one copy of such instrument shall be delivered to Section 514the Trustee so removed and one copy to the successor trustee, the or, any Holder of any Security who has been a bona fide Holder of a Debt Security of any affected Series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court trustee with respect to the Debt Securities of such Series.
(c) The Holders of a Majority in aggregate principal amount Outstanding of the Debt Securities of any Series may thereupon, after such notice, if any, as it may deem proper and prescribe, at any time remove the Trustee and appoint a successor trusteetrustee for the Debt Securities of such Series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Province the evidence provided for in Section 7.1 of the action in that regard taken by the Holders.
(d) Any resignation or removal of the Trustee and any appointment of a successor trustee pursuant to any of the provisions of this Section 6.9 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.10.
(e) If In the case of any Series of Debt Securities proposed to be issued hereunder that are subject to the laws of a jurisdiction outside the United States or any other jurisdiction in which the Trustee shall resigngenerally acts as trustee thereunder, be removed or become incapable at the option of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder Province, the Province will appoint a different trustee for such Series of any Security who has been a bona fide Holder for at least six months mayDebt Securities prior to the authentication thereof. It is understood, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment avoidance of a successor trusteedoubt, that any such Series of Debt Securities will be governed by this Indenture.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Samples: Indenture
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) ai The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee, (iii) if any Registered Securities of a series affected are then Outstanding, by mailing notice thereof by first class mail to holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 60 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder holder of a Security security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, ;
(c) The holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any case, (i) the Company by a Board Resolution may time remove the TrusteeTrustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the Securityholders.
(d) Any resignation or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to any series and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in section 6.11.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or the Guarantor or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer and the Guarantor the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to Section 514the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and by delivering notice thereof to Holders of the Company no later than 20 Business Days prior to applicable series of Securities at their last addresses as they shall appear on the proposed date of resignationSecurity register. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving delivery of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee by written notice of at least 30 days in advance of the proposed effective date of such removal with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. In addition, the Issuer may remove the Trustee with respect to Securities of any series without cause if the Issuer gives written notice to the Trustee of such proposed removal at least 30 days in advance of the proposed effective date of such removal.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of one or more series (each series voting as a class) or of all series at the time outstanding may at any time remove the Trustee with respect to Securities of the applicable series or of all series, as the case may be, and appoint a successor trustee with respect to the Company and Securities of the retiring Trustee. Such applicable series or of all series, as the case may be, by delivering to the Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) 1. The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c) The Trustee may be removed 2. In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 6.8 or Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 6113. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
4. Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving sending of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months,Securityholder; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months, ; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the Securityholders by notice in writing not less than 30 days prior to the effective date of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeremoval.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 1 contract
Samples: Indenture (PayPal Holdings, Inc.)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 1 contract
Samples: Indenture (McKesson Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(eb) If In case at any time any of the following shall occur:
(i) the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall fail to comply with the applicable requirements provisions of Section 611. If, within 60 days 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed written request therefor by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed Issuer or by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.months; or
(fii) The Company the Trustee shall give notice cease to be eligible in accordance with the provisions of each resignation Section 6.9 and each removal Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or
(iii) the Trustee and each appointment shall become incapable of acting with respect to any series of Securities, or shall be adjudged a successor trustee by mailing written notice of such event by first-class mailbankrupt or insolvent, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name or a receiver or liquidator of the successor trustee and the address of its Corporate Trust Office or agent hereunder.Trustee
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Notes by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Notes of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Notes of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to § 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Notes of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Security Note or Notes of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(ca) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of § 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Notes after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security Note or Notes of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under Section 609 in accordance with the provisions of § 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Holder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Notes, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Notes and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514§ 315(e) of the Trust Indenture Act of 1939, the any Holder of any Security who has been a bona fide Holder of a Security Note or Notes of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) . If the an instrument of acceptance by a successor Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities have been delivered to the Company and Trustee within 30 days after the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance giving of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders notice of the Securities and accepted appointment in the manner hereinafter providedremoval, the Trustee or being removed may petition, at the Holder expense of any Security who has been a bona fide Holder for at least six months maythe Issuer, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee with respect to the Notes of such series.
(fb) The Company shall give notice Holders of a majority in aggregate principal amount of the Notes of each series at the time Outstanding may at any time remove the Trustee with respect to Notes of such series and appoint a successor trustee with respect to the Notes of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 6.1 of the action in that regard taken by the Holders. Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.as provided in Section 5.10
Appears in 1 contract
Samples: Indenture (TGT Pipeline LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation Grantors shall, by the vote, at a meeting or removal by proxy, of Grantors holding a majority of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment outstanding First Series Preference Shares held by the successor trustee under Section 611.
(b) The TrusteeGrantors, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Companyinstrument, a in triplicate, one copy of which instrument shall be delivered to the resigning Trustee and a Trustee, one copy to the successor trusteetrustee and one copy to CRC. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court Grantor may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(fb) The Company In case at any time the Trustee shall give notice fail to comply with the provisions of each this Agreement or if the Trustee shall become incapable of acting or shall file for bankruptcy or become insolvent, or if receiver of the Trustee or its property shall be appointed, or if any public officer shall take charge or control of the Trustee or its property or affairs, then and in any such case the Grantors may by the vote, at a meeting or by proxy, of Grantors holding a majority of the outstanding First Series Preference Shares held by the Grantors remove the Trustee and appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to CRC.
(c) Any resignation and each or removal of the Trustee and each appointment of a successor trustee shall become effective upon the acceptance in writing of the appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address agreement by such successor trustee to the terms and provisions of its Corporate this Agreement.
(d) Upon the appointment and acceptance of a successor trustee, the Trustee shall promptly assign and transfer to such successor trustee, subject to the provisions of Section 5.04 hereof, all shares of stock and other assets held in the CRC Trust Office II and shall deliver to such successor trustee a certified list of all the Grantors together with any other assets or agent hereunderproperty held in the CRC Trust II.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Samples: Senior Subordinated Debt Indenture (Kaufman & Broad Home Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No The Trustee may at any time resign by giving written notice of resignation or removal to the Issuer and by mailing written notice thereof by first-class mail, postage prepaid, to all Holders at their last addresses as they shall appear on the Security Register specifying the day upon which the resignation is to take effect, and such resignation will take effect immediately upon the later of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date of resignationEight and such specified day. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee by written instrument in duplicate, executed by authority of the Board of Directors Members of the CompanyIssuer, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 thirty (30) days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide Holder of a Security Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions provision of Trust Indenture Act Section 809 and TIA Section 310(b) after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six (6) months,, except when the Trustee's duty to resign is stayed in accordance with the provisions of Trust Indenture Act Section 310(b); or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 808 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six (6) months, ; or
(3iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months Issuer may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeby Management Committee's consent, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice instrument, in duplicate, executed by order of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.the
Appears in 1 contract
Samples: Indenture (Cedar Brakes I LLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Bearer Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer or the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the pursuant to a Board of Directors of the CompanyResolution, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer, the Guarantor or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer or the Guarantor may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed pursuant to a Board Resolution, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Samples: Senior Indenture (Williams Holdings of Delaware Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction at the expense of the Issuer for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months, ; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee as provided in Section 6.12 and the address satisfaction of its Corporate Trust Office or agent hereunderall outstanding fees, expenses and indemnities due and owing to the trustee.
Appears in 1 contract
Samples: Indenture (Health Net Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuer. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.9, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.that regard taken by the
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(eb) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for In case at any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act time any of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed following shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.occur:
Appears in 1 contract
Samples: Senior Indenture (Freeport McMoran Resource Partners Limited Partnership)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months, ; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer’s expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Txxxxxx. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(d) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer's expense, at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer's expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the The Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Samples: Indenture (Nyc Newco Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 4.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 6.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 5.9 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 5.10.
Appears in 1 contract
Samples: Indenture (Illinois Power Co)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months, ; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 1 contract
Samples: Indenture (McKesson Corp)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication, at the Issuer's expense, at least once in an Authorized Newspaper in [the Borough of resignationManhattan, The City of New York, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situatedthe Issuer's expense, petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor Trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b1) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (a) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London, (b) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (c) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee Trustee or Trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteeTrustee or Trustees. If an instrument of acceptance by a no successor trustee Trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trusteeTrustee.
(c2) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1a) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2b) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3c) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor Trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteeTrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribeproper, remove the Trustee and appoint a successor trusteeTrustee.
(e3) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of any series at the time Outstanding may at any time remove the Trustee with respect to the Company Securities of such series and appoint a successor Trustee with respect to the retiring Trustee. Such Securities of such series by delivering to the Trustee so removed, to the successor trustee Trustee so appointed shall forthwith upon its acceptance of such appointment become and to the successor trustee and supersede Issuer the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders evidence provided for in Section 7.1 of the Securities and accepted appointment action in the manner hereinafter provided, that regard taken by such Securityholders.
(4) Any resignation or removal of the Trustee or the Holder of with respect to any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself series and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal Trustee with respect to such series pursuant to any of the Trustee and each provisions of this Section 6.10 shall become effective upon acceptance of appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderTrustee as provided in Section 6.11.
Appears in 1 contract
Samples: Junior Subordinated Indenture (Scottish Annuity & Life Holdings LTD)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and the Guarantor and (i) if any Bearer Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of resignationthe clearing system or systems through which beneficial interests in such Bearer Securities are owned if such Bearer Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.06 at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer or the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board its board of Directors of the Companydirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12 on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer, the Guarantor or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer or the Guarantor may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board or (ii) of the Guarantor’s Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.01 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company Any resignation or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.”
Appears in 1 contract
Samples: First Supplemental Indenture (Royal Bank of Scotland Group PLC)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939 at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.;
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior to the proposed date of resignationIssuers. Upon receiving such notice of resignation, the Company Issuers shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the Companyeach Issuer, a one copy of which instrument shall be delivered to the resigning Trustee trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuers or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuers or by any Holder who has been a bona fide Holder of a Security for at least six months, such Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuers may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of each Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to Section 514the provisions of Article Five, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuers the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the CompanySecurityholders. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities with respect to any series and have accepted appointment in within 30 days after the manner hereinafter provideddelivery of such evidence of removal, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to Section 514the provisions of Article Five, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee, (iii) if any Registered Securities of a series affected are then Outstanding, by mailing notice thereof by first class mail to holders of the applicable series of Securities at their last addresses as they shall appear on the Security register. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 60 days after the giving mailing of such notice of resignation, the resigning Trustee maymay petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder holder of a Security security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If The holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee shall resign, be removed or become incapable with respect to Securities of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly such series and appoint a successor trustee and shall comply with respect to the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence Securities of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed series by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered delivering to the Company and Trustee so removed, to the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in section 6.11.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with re- spect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.10 and Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.11 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.12.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal The Trustee may resign and be discharged of the trusts created by this Indenture by giving 30 days' written notice to the Issuer and the Holders, and such resignation shall take effect upon receipt by the Trustee and no of an instrument of acceptance of appointment of executed by a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611as herein provided in Sections 10.04 and 10.05.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign by giving written notice thereof to the Company no later than 20 Business Days prior to the proposed date of resignation. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors of the Company, a copy of which shall be delivered to the resigning Trustee and a copy to the successor trustee. If an instrument of acceptance by a successor trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, or any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause from its duties under the Indenture upon written notice by an Act of the Majority Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the CompanyIssuer.
(dc) If at any time:
(1) time the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company resign or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Trustee for any other cause, the Company, by Issuer shall use its best efforts to locate and recommend a Board Resolution, shall promptly appoint qualified successor trustee to act under this Indenture and a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall may be appointed by the Act of Majority Holders to act under this Indenture (whether or not such successor shall have been located or recommended by the Holders of a majority in principal amount of the Outstanding Securities delivered Issuer) upon written notice to the Company Issuer and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become If the successor trustee and supersede is to be appointed by the Majority Holders as provided in the preceding sentence, such appointment shall be subject to the receipt of the consent of the Issuer, such consent not to be unreasonably withheld. In the event that no such successor trustee is appointed by the Majority Holders to act under this Indenture, the Trustee may request a court to make such appointment. Any successor trustee appointed by pursuant to this Section 10.03 shall be a licensed bank or trust company organized under the Company. If no successor trustee shall have been so appointed by the Company or the Holders law of the Securities United States or any State thereof having a corporate trust department and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for total shareholder equity aggregating at least six months may, subject $500,000,000 if there be such an institution willing and able to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for accept the appointment of a successor trusteetrust upon reasonable or customary terms.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Samples: Indenture (Cherokee Inc)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c) (ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 60 days after the giving mailing of such notice of resignation, the resigning Trustee trustee may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) 6.8 with respect to any series of Securities after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months,;
(2ii) the Trustee shall cease to be eligible under in accordance with the provisions of Section 609 6.9 and shall fail to resign after written request therefor thereof or by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5145.12, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trusteetrustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding may at any time remove the Trustee with respect to Securities delivered of such series and appoint a successor trustee with respect to the Company and Securities of such series by delivering to the retiring Trustee. Such Trustee so removed, to the successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been Securityholders; the Trustee so appointed by removed may, at the Company or the Holders expense of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situatedIssuer, petition any court of competent jurisdiction for the appointment of a successor trustee.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee with respect to any series and each any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Samples: Indenture (Timken Co)
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice thereof of resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan, The City of New York (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered so appointed with respect to the Trustee any series and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint and prescribe a successor trustee.
(c) The Trustee may be removed at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any time:
(1) the Trustee shall fail to comply with the provisions of Trust Indenture Act Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,
(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or
(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 514, the Holder of any Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance of such appointment become the successor trustee and supersede the successor trustee appointed by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trustee.
(f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunder.
Appears in 1 contract
Resignation and Removal; Appointment of Successor Trustee. (a) No resignation or removal of the Trustee and no appointment of a successor trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor trustee under Section 611.
(b) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign and be discharged of the trusts hereby created by giving written notice thereof or resignation to the Company no later than 20 Business Days prior Issuer and (i) if any Unregistered Securities are then Outstanding, by giving notice of such resignation to the proposed date Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of resignationManhattan. The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.7, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities are then outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Company Issuer shall promptly appoint a successor trustee or trustees by written instrument in duplicate, executed by authority of the Board of Directors of the CompanyDirectors, a one copy of which instrument shall be delivered to the resigning Trustee and a one copy to the successor trusteetrustee or trustees. If an instrument of acceptance by a no successor trustee shall not have been delivered to the Trustee so appointed and have accepted appointment within 30 days after the giving mailing of such notice of resignation, the resigning Trustee maytrustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Holder Securityholder who has been a bona fide Holder of a Security or Securities for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court of competent jurisdiction for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem properproper and prescribe, appoint and prescribe a successor trustee.
(cb) The Trustee may be removed In case at any time for any cause or for no cause by an Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.
(d) If at any timefollowing shall occur:
(1i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act Section 310(b) of 1939 after written request therefor by the Company Issuer or by any Holder Securityholder who has been a bona fide Holder of a Security or Securities for at least six months,; or
(2ii) the Trustee shall cease to be eligible under in accordance with the provision of Section 609 6.9 and Section 3.10(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Company Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, Securityholder; or
(3iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, ; then, in any such case, (i) the Company by a Board Resolution Issuer may remove the TrusteeTrustee and appoint a successor trustee by written instrument, or (ii) in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 514315(e) of the Trust Indenture Act of 1939, the Holder of any Security Securityholder who has been a bona fide Holder of a Security or Securities for at least six months may, may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after 46 such notice, if any, as it may deem proper and prescribedescribed, remove the Trustee and appoint a successor trustee.
(ec) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor trustee and shall comply with the applicable requirements of Section 611. If, within 60 days after such resignation, removal or incapability, or the occurrence of such vacancy, the Company has not appointed a successor Trustee, a successor trustee shall be appointed by the Act of the The Holders of a majority in aggregate principal amount of the Outstanding Securities delivered of all series at the time outstanding may at any time remove the Trustee and appoint a successor trustee by delivering to the Company and Trustee so removed, to the retiring Trustee. Such successor trustee so appointed shall forthwith upon its acceptance and to the Issuer the evidence provided for in Section 7.1 of such appointment become the successor trustee and supersede the successor trustee appointed action in that regard taken by the Company. If no successor trustee shall have been so appointed by the Company or the Holders of the Securities and accepted appointment in the manner hereinafter provided, the Trustee or the Holder of any Security who has been a bona fide Holder for at least six months may, subject to Section 514, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor trusteeSecurityholders.
(fd) The Company shall give notice of each Any resignation and each or removal of the Trustee and each any appointment of a successor trustee pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor trustee and the address of its Corporate Trust Office or agent hereunderas provided in Section 6.11.
Appears in 1 contract
Samples: Indenture (Tenneco Packaging Inc)
