Substitution of Company. The Company may substitute the Parent in respect of all of the Company’s obligations under the Notes and this Indenture on an unsecured and unsubordinated basis if:
Substitution of Company. The Company may be replaced and any member of the ABB Group may be substituted for the Company, as principal debtor in respect of the Outstanding Securities of one or more specified series (such member of the ABB Group substituted for the Company, the “Substituted Debtor”), without the consent of Holders of Securities of any series, upon not less than 30 nor more than 60 days’ prior written notice, if (1) the Substituted Debtor has expressly assumed the due and punctual payment of the principal of, and premium, if any, and interest, if any, on, all of the Outstanding Securities of the applicable series and the due and punctual performance of all of the Company’s other obligations under this Indenture and all of the Outstanding Securities of the applicable series, (2) if the Substituted Debtor is organized or existing other than under the laws of the United States of America, any state thereof or the District of Columbia or any territory thereof, the Substituted Debtor has (i) agreed to make all payments in respect of the Outstanding Securities of the applicable series free and clear of, and without withholding or deduction for, or on account of, present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, collected, withheld, assessed or levied by or on behalf of the jurisdiction of organization or residence (for tax purposes) of the Substituted Debtor or any political subdivision or governmental authority thereof or therein having the power to tax, unless required by law, in which case the Substituted Debtor shall have agreed, subject to certain exceptions, to pay such additional amounts as may be necessary in order that the net amount received by each Holder of Outstanding Securities of such series after such withholding or deduction is equal to the amount that would have been receivable in respect of each of the Outstanding Securities of such series in the absence of such withholding or deduction, and (ii) irrevocably and unconditionally (a) consented and submitted to the jurisdiction of any United States federal court or New York state court, in each case located in the Borough of Manhattan, The City of New York, in respect of any legal action, suit or proceeding against it arising out of, or in connection with, this Indenture or any Securities of the applicable series, (b) waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such legal action, suit ...
Substitution of Company. After the occurrence of a Qualified Parent Rollup Transaction, the Company may substitute the Parent in respect of all of the Company’s obligations under the Notes and this Indenture on an unsecured and unsubordinated basis if:
Substitution of Company. (a) The Company may at any time, without the consent of the Holders or the Trustee, substitute the Guarantor for itself as principal obligor under the Convertible Securities of a series, provided that no payment in respect of the Convertible Securities of such series is at the relevant time overdue, on the terms and subject to the conditions, if any, set forth in any indenture supplemental hereto. In order to give effect to such substitution, the Company shall give no more than 30 calendar days nor less than 10 calendar days notice of the Substitution Date to the Trustee and the Holders of such Convertible Securities in accordance with Section 15.02. With effect from the Substitution Date, the Guarantor will, without the need for the amendment of existing, or the entry into of additional, documentation, be substituted as, and assume all of the obligations of the Company as, principal obligor under the Convertible Securities of such series. From the Substitution Date, references herein, and in any indenture supplemental hereto, to “the Company” shall be construed accordingly and references to “Guernsey” shall, unless the context otherwise requires, be construed as references to “Switzerland.” The Guarantor shall indemnify each Holder of the Convertible Securities of such series against any stamp, registration, transfer, documentary or other similar tax, duty, assessment or governmental charge that is imposed on such Holder, by (or by any authority in or of) Switzerland and that would not have been so imposed had the substitution not been made, as well as against any cost or expense incurred by such Holder relating to the substitution, including, but not limited to, legal costs, if any. The Guarantor shall ensure that all action, conditions and requirements to be taken, fulfilled and done (including the obtaining of any necessary consents or the entering into of a deed poll to effect substitution) to ensure that the substitution creates valid, legally binding and enforceable obligations of the Guarantor have been taken, fulfilled and done and are in full force and effect. The Guarantor undertakes to the Holders that after a substitution, if any, the Guarantor will assume all the obligations of the Company as a principal obligor under the Convertible Securities.
