Common use of Securities in a Foreign Currency Clause in Contracts

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 29 contracts

Samples: Indenture (Ispire Technology Inc.), Indenture (Olb Group, Inc.), Indenture (Ostin Technology Group Co., Ltd.)

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Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 21 contracts

Samples: Indenture (Zentalis Pharmaceuticals, Inc.), Indenture (PKST Op, L.P.), Indenture (Precision Biosciences Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.3 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in The City of New York City for cable transfers of that such currency or currencies as published by the Federal Reserve Bank of New YorkYork as of the most recent available date. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations question, which for purposes of the euro shall be any member state of the European Union that has adopted the euro, as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 7 contracts

Samples: Weyerhaeuser Co, Indenture (Wynn Resorts LTD), Plum Creek (Plum Creek Timber Co Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Issuers) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 6 contracts

Samples: Sunoco, LLC, Landmark Infrastructure Finance Corp., Form of Indenture (LD Acquisition Co 7 LLC)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 6 contracts

Samples: Indenture (Morgan Stanley Capital Trust VIII), Indenture (Morgan Stanley Capital Trust VIII), Indenture (Morgan Stanley)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount made by the Company at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 5 contracts

Samples: Indenture (Iip-Co 3 LLC), Indenture (Phillips Edison & Company, Inc.), NLCP Operating Partnership Lp

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall be fully justified and protected and shall incur no liability in relying and acting upon information received by it from the Company and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company. Notwithstanding anything to the contrary herein, if the Trustee cannot reasonably process a payment in a Foreign Currency, upon notification by the Trustee of such inability, the Company shall appoint a Paying Agent for such payment in Foreign Currency. The Trustee shall have no duty to calculate supervise, and shall in no event be liable for, the acts or verify the calculations made pursuant to this Section 10.15omissions of such Paying Agent.

Appears in 5 contracts

Samples: Emagin Corp, Emagin Corp, Mimecast LTD

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Issuer) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, determination and shall be calculated by the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriateIssuer. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 3 contracts

Samples: Indenture (Phillips 66 Partners Lp), Indenture (Phillips 66 Partners Lp), Phillips 66 Partners Lp

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Morgan Stanley Capital Trust VIII, Nvidia Corp/Ca

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate Company Order delivered pursuant to Section 2.02 2.03(d) of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than DollarsUnited States dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars United States dollars that could be obtained for such amount at the Market Exchange Rate at Rate, as such timerate shall be certified to the Trustee by an Officer's Certificate. For purposes of this Section 10.1510.13, "Market Exchange Rate" shall mean the noon Dollar United States dollar buying rate in New York City for that currency for cable transfers quoted in The City of that currency New York as published certified for customs purposes by the Federal Reserve Bank of New York; provided, however, in the case of Euros ("Euros"), "Market Exchange Rate" shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereof) as published in the Official Journal of the European Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, (i) such quotation of the Federal Reserve Bank of New York York, or, in the case of Euros, the rate of exchange as of published in the Journal, as the most recent available datedate or (ii) quotations or, or quotations in the case of Euros, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question question, which for purposes of the Euros shall be Brussels, Belgium, or such other quotations or, in the case of Euros, rates of exchange as the Company, Company shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount number of votes which each Holder or proxy shall be entitled to in respect of Securities of a Series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this IndentureUnited States dollars. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Chapman And (At&t Capital Corp /De/), Indenture (Newcourt Credit Group Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in the The Financial Times in the “Currency Rates” section (of, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Indenture (Spirit Airlines, Inc.), Demand Media Inc.

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.02 3.1 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action each series at the time outstanding Outstanding which is affected thereby and, at such time, there are outstanding Outstanding Securities of any Series such a series which are denominated in a coin or currency other than DollarsUnited States dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding, for the purpose of taking such action shall be that amount of Dollars United States dollars that could be obtained for such amount at the Market Exchange Rate at such timeon the Business Day next preceding the day on which the action is to be determined. For purposes of this Section 10.1514.1, Market Exchange Rate” Rate shall mean the noon Dollar United States dollar buying rate for that currency for cable transfers quoted in New York City as certified for cable transfers of that currency as published customs purposes by the Federal Reserve Bank of New York; provided that in the case of ECU's Market Exchange Rate shall mean the rate of exchange determined by the European Communities (or any successor thereto) as published in the Official Journal of the European Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available datedata, or quotations or, in the case of ECUs, rates of exchange from one or more major banks in The City of New York City or in the country of issue of the currency in question question, which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECUs, rates of exchange as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Indenture (Textron Inc), Indenture (Textron Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for that currency for cable transfers quoted in The City of that currency New York as published certified for customs purposes by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Indenture (Idex Corp /De/), Indenture (Allied Air Enterprises Inc.)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Indenture (Tesla Motors Inc), Indenture (Tesla Motors Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in the The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Indenture (Transenterix, Inc.), Indenture (Rentech Inc /Co/)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Indenture (Morgan Stanley Capital Trust XI), Morgan Stanley Capital Trust XI

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (of, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 2 contracts

Samples: Biohaven Ltd., Full House Resorts Inc

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Indenture Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Indenture Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Indenture Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: GW Capital Trust II

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Maritrans Inc /De/

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question question, which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECU, rates of exchange as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture, including, without limitation, any determination contemplated in Sections 5.01(f) or 5.01(g). All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Pxre Capital Trust Iv)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount made by the Company at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Angel Oak Mortgage Operating Partnership, LP

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.3 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in The City of New York City for cable transfers of that such currency or currencies as published by the Federal Reserve Bank of New YorkYork as of the most recent available date. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations question, which for purposes of the euro shall be any member state of the European Union that has adopted the euro, as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Stillwater Mining Co /De/

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.3 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall will be deemed to be outstanding Outstanding for the purpose of taking such action shall will be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” shall mean Rate means the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall Trustee will use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The the City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, shall Trustee will deem appropriate. The provisions of this paragraph shall will apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall will be in its sole discretion and shallwill, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Ecolab Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 ‎Section 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.15‎Section 11.11, the “Market Exchange Rate” shall mean the noon Dollar buying rate in The City of New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Issuer shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Issuer shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Issuer regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Bbva Compass Bancshares, Inc

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Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.3 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.12, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in The City of New York City for cable transfers of that such currency or currencies as published by the Federal Reserve Bank of New YorkYork as of the most recent available date. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations question, which for purposes of the euro shall be any member state of the European Union that has adopted the euro, as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Regeneron Pharmaceuticals Inc

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.3 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate”. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in The City of New York City for cable transfers of that such currency or currencies as published by the Federal Reserve Bank of New YorkYork as of the most recent available date. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company paying agent shall use, in its sole discretion and without liability on its partas determined by a calculation agent appointed by the Issuer, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or question, which for purposes of the euro shall be any member state of the European Union that has adopted the euro, as such other quotations as the Company, calculation agent shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. Any determination of the calculation agent shall be communicated to the paying agent and Trustee in writing. The paying agent and Trustee will be entitled to conclusively rely thereon without any liability. Neither the paying agent nor the Trustee will have any obligation to determine a quotation contemplated by this Section. All decisions and determinations of the Company paying agent regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (PayPal Holdings, Inc.)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.02 2.01 of this Indenture with respect to a particular Series series of Securities, whenever on any day when for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of two or more series of Outstanding Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Outstanding Securities of any Series at least one such series which are denominated in a coin or currency other than Dollarsthat of at least one other such series, then the principal amount of Securities of each such Series series (other than any such series denominated in U.S. Dollars) which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of U.S. Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.158.06, Market Exchange Rate” Rate shall mean the noon U.S. Dollar buying rate in New York City for that currency for cable transfers quoted in The City of that currency New York on such day as published certified for customs purposes by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York York, or in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations in the case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question question, which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECUs, rate of exchange as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount number of votes which each Securityholder or proxy shall be entitled to pursuant to Section 9.05 in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this IndentureU.S. Dollars. 58 51 All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15ARTICLE NINE SECURITYHOLDERS' MEETINGS SECTION 9.01.

Appears in 1 contract

Samples: Indenture (Trinova Corp)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate or a Supplemental Indenture delivered pursuant to Section 2.02 of this Indenture 2.2 with respect to the Securities of a particular Series of SecuritiesSeries, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which that are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which that shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, Company shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Ca, Inc.)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Ceragon Networks LTD)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture, including, without limitation, any determination contemplated in Sections 5.01(f) or 5.01(g). All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Morgan Stanley Dean Witter & Co)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer's Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Senior Indenture (Morgan Stanley Capital Trust VIII)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a 42 Table of Contents particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Aratana Therapeutics, Inc.

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.1511.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatequestion. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Guaranteed Obligation (864 Beverage, Inc.)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (E Trade Financial Corp)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other more than Dollarsone currency, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that amount is designated upon issuance of Dollars that could any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be obtained for such amount at the Market Exchange Rate at such time. For purposes spot rate for the purchase of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Federal Reserve Bank Company) on any date of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriatedetermination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. US-DOCS\114606023.2 All decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Precision Biosciences Inc)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer’s Certificate of the Issuer delivered pursuant to Section 2.02 ‎Section 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate, as determined by the Exchange Rate at such timeAgent. For purposes of this Section 10.15‎Section 11.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York, as determined by the Exchange Rate Agent. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Exchange Rate Agent shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Exchange Rate Agent regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the CompanyIssuer, the Trustee Guarantor and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Senior Indenture (Morgan Stanley Capital Trust Iv)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers' Certificate delivered pursuant to Section 2.02 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than DollarsDollars (including Euros), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York; provided, however, in the case of Euros, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of Euros, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of Euros, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question or, in the case of Euros, in Luxembourg or such other quotations or, in the case of Euros, rates of exchange as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee Company and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Standex International Corp/De/

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Officer s Certificate delivered pursuant to Section 2.02 2.03 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question question, or such other quotations as the Company, Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Morgan Stanley Capital Trust VIII)

Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 2.3 of this Indenture with respect to a particular Series series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series series or all Series series affected by a particular action at the time outstanding Outstanding and, at such time, there are outstanding Outstanding Securities of any Series series which are denominated in a coin or currency other than DollarsForeign Currency, then the principal amount of Securities of such Series series which shall be deemed to be outstanding Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such timeRate”. For purposes of this Section 10.1511.11, Market Exchange Rate” Rate shall mean the noon Dollar buying rate in The City of New York City for cable transfers of that such currency or currencies as published by the Federal Reserve Bank of New YorkYork as of the most recent available date. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company paying agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations question, which for purposes of the euro shall be any member state of the European Union that has adopted the euro, as the Company, paying agent shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the Company paying agent regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law, be conclusive law for all purposes and irrevocably binding upon the Company, the Trustee Issuer and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15.

Appears in 1 contract

Samples: Indenture (Shapeways Holdings, Inc.)

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