Substitution of the Issuer. Notwithstanding any other provision contained in this Indenture, the Issuer may, without the consent of the Holders, be replaced and substituted by any Wholly-Owned Subsidiary of the Company as principal debtor (in such capacity, the “Substituted Debtor”) in respect of the Notes, provided that:
(i) such Substituted Debtor shall be a Person organized and existing under the laws of the Cayman Islands or the United States, any State thereof or the District of Columbia or any other country that is a member of the European Union;
(ii) such documents shall be executed by the Substituted Debtor, the Company and the Trustee as may be necessary to give full effect to the substitution, including a supplemental Indenture in the form of Exhibit B hereto whereby the Substituted Debtor assumes all of the Issuer’s obligations under this Indenture and Notes (together, the “Issuer Substitution Documents”)
(iii) if the Substituted Debtor is organized in a jurisdiction other than the Cayman Islands, the Issuer Substitution Documents will contain covenants (1) to ensure that each Holder of Notes has the benefit of a covenant in terms corresponding to the obligations of the Issuer in respect of the payment of Additional Amounts and (2) to indemnify each Holder and beneficial owner of Notes against all taxes or duties to the extent such taxes or duties (a) arise by reason of a law or regulation in effect or contemplated on the effective date of the substitution (b) are imposed on such Holder or beneficial owner of Notes by any political subdivision or taxing authority of such non-Cayman Islands jurisdiction and (c) would not have been so imposed had the substitution not been made, subject to similar exceptions set forth under Section 4.10(a)(ii) through Section 4.10(a)(vi), mutatis mutandis; provided, that any holder making a claim with respect to such tax indemnity shall provide the Issuer with notice of such claim, along with supporting documentation, within four weeks of the announcement of the substitution of the Substituted Debtor as issuer;
(iv) the Issuer shall have delivered, or procured the delivery to the Trustee of, an opinion of counsel to the effect that the Issuer Substitution Documents constitute valid and binding obligations of the Substituted Debtor; the Substituted Debtor shall have appointed a process agent in the Borough of Manhattan in the City of New York to receive service of process on its behalf in relation to any legal action or proceedings arising out...
Substitution of the Issuer. The Company, any other Guarantor or a Finance Subsidiary (a “Successor”) may assume the obligations of the Issuer under the Notes, by executing and delivering to the Trustee (a) a supplemental indenture which subjects such person to all of the provisions of the Indenture and (b) an opinion of counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person, and constitutes the legal, valid, binding and enforceable obligation of such Person, subject to customary exceptions; provided that (i) the Successor is formed under the laws of the United States of America, or any State thereof or the District of Columbia, Germany, the United Kingdom or any other member state of the European Union as of December 31, 2003 and (ii) no Additional Amounts would be or become payable with respect to the Notes at the time of such assumption, or as result of any change in the laws of the jurisdiction of formation of such Successor that was reasonably foreseeable at such time. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture with the same effect as if it were the Issuer thereunder, and the former Issuer shall be discharged from all obligations and covenants under this Indenture and the Notes.
Substitution of the Issuer. Section 12.01 Substitution of the Issuer 110 Section 12.02 Notice 111 Section 12.03 Deemed Substitution 111
Substitution of the Issuer. The Trustee may, without the consent of the Noteholders or Couponholders, agree with the Issuer to the substitution of the Issuer (or of any previous substitute) as the principal debtor under the Notes, the Coupons and the Trust Deed, by its Successor in Business or by any Subsidiary of the Issuer subject, in the case of the substitution by a Subsidiary of the Issuer, to the unconditional and irrevocable guarantee of the Issuer being given in respect of the Notes, to the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced thereby and to certain other conditions set out in the Trust Deed being complied with. For the purpose of this Condition 14.3:
Substitution of the Issuer. The Issuer may, without the consent of the Tokenholders, at any time substitute itself in respect of all rights and obligations arising under or in connection with the Tokens with any legal entity of which all shares carrying voting rights are directly or indirectly held by the Issuer (the “New Issuer”), provided that:
(i) the New Issuer is in the opinion of the Tokenholders’ Representative in a position to fulfill all payment obligations arising from or in connection with the Tokens; and
(ii) the Issuer has issued, on a subordinated basis as set out in Condition 10, an irrevocable and unconditional guarantee in respect of the obligations of the New Issuer under the Tokens in form and content satisfactory to the Tokenholders’ Representative. In the event of a substitution of the Issuer, notice of such substitution shall be made in accordance with Condition 18 and any reference to the Issuer shall be deemed to refer to the New Issuer.
Substitution of the Issuer. The Indenture is hereby amended to add a new Article 16 which shall read in its entirety as follows:
Substitution of the Issuer. The Issuer may, without the consent of any Noteholder or Couponholder, substitute for itself any other body corporate incorporated in any country in the world which is a Permitted Entity as the debtor in respect of the Notes, any Coupons, the Deed of Covenant, the Noteholders Agency Agreement and the Agency Agreement (the "Substituted Debtor") upon notice by the Issuer and the Substituted Debtor to be given in accordance with Condition 13, provided that:
Substitution of the Issuer. The Issuer (which for the purpose of this Condition, save where the context requires otherwise, includes any previous substitute of the Issuer) under this Condition may and the Noteholders, the Receiptholders and the Couponholders hereby irrevocably agree in advance that the Issuer under this Condition may at any time, substitute either (i) any company (incorporated in any country in the world), more than 90 per cent. of the shares or other equity interest carrying voting rights of which are directly or indirectly held by the Guarantor or (ii) in the case where the Issuer is Koninklijke Ahold N.V., Zaandam, Xxxxxx Xxxxxx, any other branch of Koninklijke Ahold N.V., as the principal debtor in respect of the Notes (any such company, the ‘Substituted Debtor’), provided that:
Substitution of the Issuer. (a) The Company may, without the consent of any Holder of the Notes, be replaced and substituted, as principal issuer and/or principal debtor in respect of this Indenture and the Notes by (x) any entity of which Natura Cosméticos S.A. is a Subsidiary or (y) any Subsidiary of Natura Cosméticos S.A. (in each case, in that capacity, the “Substituted Issuer”); provided that the following conditions are satisfied (the “Issuer Substitution Conditions”):
(i) such documents will be executed by the Substituted Issuer, the Company, any Guarantors and the Trustee as may be necessary to give full effect to the substitution, including a Supplemental Indenture under which the Substituted Issuer assumes all of the obligations of the Company under this Indenture and Notes (collectively, the “Substitution Documents”);
Substitution of the Issuer. Section 12.01 Substitution of the Issuer. 81 Section 12.02 Notice. 82 Section 12.03 Deemed Substitution. 82 Section 13.01 Release of Covenants. 83
