Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby, (a) change any Payment Date; (b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract; (c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral; (d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable; (e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments; (f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or (g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 8 contracts
Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classClass, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Pledge Preferred Securities or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Securities for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment Payments is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 8 contracts
Samples: Purchase Contract Agreement (Cendant Capital V), Purchase Contract Agreement (Cendant Capital V), Purchase Contract Agreement (Ingersoll Rand Co)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or materially adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. .
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 5 contracts
Samples: Purchase Contract Agreement (Ameren Corp), Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority 66 2/3% of the outstanding Purchase Contracts voting together as one classOutstanding Securities, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, Company when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase ContractsSecurities, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Treasury Notes underlying a Holder’s obligations under a Purchase Contract;
(c) Security, impair the right of the Holder of any Equity Unit Security to receive distributions interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the underlying Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), Notes or otherwise adversely affect the Holder’s 's rights in or to such CollateralTreasury Notes;
(d3) reduce any Contract Adjustment Payments Yield Enhancement Payment or any Deferred Contract Adjustment Yield Enhancement Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Yield Enhancement Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Final Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts Outstanding Securities the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Purchase Contract Agreement (Aes Trust Iii), Purchase Contract Agreement (Medpartners Inc), Purchase Contract Agreement (Medpartners Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units, with Holders of Corporate Units and Treasury Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,:
(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Payment Date;
(b) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or payment of any Contract Adjustment Payments or deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon);
(c) except as required pursuant to Section 5.05(a), reduce the number of shares of Common Stock purchasable pursuant to any Purchase Contract, increase the Purchase Price of the shares of Common Stock upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or change the right to effect an Early Settlement or Fundamental Change Early Settlement in a manner adverse to the Holder or otherwise adversely affect the Holder’s rights under any Purchase Contract, this Agreement or any Remarketing Agreement in any respect;
(d) increase the amount or change the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase ContractObligations;
(ce) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(df) reduce any Contract Adjustment Payments or any Deferred deferred Contract Adjustment Payment, Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Outstanding Purchase Contracts or Units, as the case may be, whose Holders’ consent of whose Holders is required for any modification modification, amendment or amendment to waiver of the provisions of this Agreement or the Purchase ContractsContracts or Units; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherclass or, howeverin the case of any supplemental agreement having the effects specified in clauses (a) through (g) of this Section 8.02, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofeach Holder affected thereby. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Purchase Contract and Pledge Agreement (Spire Inc), Purchase Contract and Pledge Agreement (Anthem, Inc.), Purchase Contract and Pledge Agreement (Laclede Group Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral Contract (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Senior Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio Portfolio, as the case may be, or the rights of holders Holders of Treasury Units to substitute Applicable Ownership Interest in Debentures Senior Notes or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;
(c) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(d) except as set forth in Section 5.04, reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract in any material respect;
(e) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gf) reduce the percentage of the outstanding Purchase Contracts the whose Holder’s consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect be required to approve any amendment or proposal specified in clauses (a) through (f) of this Section 3.16 hereof8.02. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc), Purchase Contract and Pledge Agreement (Genworth Financial Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units, with Holders of Corporate Units and Treasury Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,:
(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Payment Date;
(b) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or payment of any Contract Adjustment Payments or deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon);
(c) except as required pursuant to Section 5.05(a), reduce the number of shares of Common Stock purchasable pursuant to any Purchase Contract, increase the Purchase Price of the shares of Common Stock upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or change the right to effect an Early Settlement or Fundamental Change Early Settlement in a manner adverse to the Holder or otherwise adversely affect the Holder’s rights under any Purchase Contract, this Agreement or any Remarketing Agreement in any respect;
(d) increase the amount or change the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase ContractObligations;
(ce) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(df) reduce any Contract Adjustment Payments or any Deferred deferred Contract Adjustment Payment, Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Outstanding Purchase Contracts or Units, as the case may be, whose Holder’s consent of whose Holders is required for any modification modification, amendment or amendment to waiver of the provisions of this Agreement or the Purchase ContractsContracts or Units; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherclass or, howeverin the case of any supplemental agreement having the effects specified in clauses (a) through (g) of this Section 8.02, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofeach Holder affected thereby. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/), Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/), Purchase Contract and Pledge Agreement (Dominion Resources Inc /Va/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding all Unsettled Purchase Contracts voting together as one classconstituting a part of any series of Units Outstanding, in the case of clause (A) below, and with the consent of the Holders of not less than a majority of all Units Outstanding, in the case of clause (B) below, by Act of said Holders delivered to the Company Corporation and the Purchase Contract Agent, the CompanyCorporation, when authorized by a Board ResolutionResolution or Officer's Certificate, the Agent and the Purchase Contract Collateral Agent may enter into an agreement or agreements supplemental hereto for the purpose of (A) modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement with respect to the Purchase Contracts or the rights of the Holders of Units with respect to the Purchase Contracts or (B) modifying in respect any manner the other terms of this Agreement or the other rights of Holders of Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, shall (i) without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,
thereby in the case of clauses (a1), (2) change any Payment Date;
and (b3) change below and (ii) without the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right consent of the Holder of any Equity each Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests affected thereby, in the Treasury Portfolio or the rights case of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;clauses (4) and (5) below:
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e1) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g2) reduce the percentage of the outstanding Purchase Contracts constituting a part of any series of Units Outstanding, the consent of whose Holders is required for any modification or amendment to of the provisions of this Agreement relating to the Purchase Contracts or for any waiver of any Purchase Contract Defaults hereunder and their consequences provided for in this Agreement relating to the Purchase Contracts, or
(3) modify or affect (in any manner materially adverse to the Holders) the Holders' rights and obligations under the Purchase Contracts; provided, that if or
(4) modify or affect (in any amendment manner materially adverse to the Holders) the terms of this Agreement or proposal such Holder's Units (other than the terms referred to above would adversely affect only in clause (1), (2) or (3) above); or
(5) reduce the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent percentage of Holders of not less Units whose consent is required for any modification or amendment of the provisions of this Agreement (other than a majority of such class; provided furtherthe terms referred to in clause (1), however, that no such agreement, whether with (2) or without the consent of Holders, shall affect Section 3.16 hereof(3) above). It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Unit Agreement (Comcast Cable Trust Iii), Unit Agreement (Morgan Stanley Dean Witter & Co), Unit Agreement (Morgan Stanley Group Inc /De/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units, with Holders of Corporate Units and Treasury Units voting together as one a single class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,:
(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Payment Date;
(b) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or payment of any Contract Adjustment Payments or deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon);
(c) except as required pursuant to Section 5.05(a), reduce the number of shares of Common Stock purchasable pursuant to any Purchase Contract, increase the Purchase Price of the shares of Common Stock upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or change the right to effect an Early Settlement or Fundamental Change Early Settlement in a manner adverse to the right of the Holder or otherwise adversely affect the Holder’s rights under any Purchase Contract, this Agreement or any Remarketing Agreement in any respect;
(d) increase the amount or change the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase ContractObligations;
(ce) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(df) reduce any Contract Adjustment Payments or any Deferred deferred Contract Adjustment Payment, Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Outstanding Purchase Contracts or Units, as the case may be, whose Holder’s consent of whose Holders is required for any modification modification, amendment or amendment to waiver of the provisions of this Agreement or the Purchase ContractsContracts or Units; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherclass or, howeverin the case of any supplemental agreement having the effects specified in clauses (a) through (g) of this Section 8.02, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofeach Holder affected thereby. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement (American Electric Power Co Inc), Purchase Contract and Pledge Agreement
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including, without limitation, the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(c) impair the Holder's right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(d) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract;
(e) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (f) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Purchase Contract Agreement (Oneok Inc /New/), Purchase Contract Agreement (Oneok Inc /New/), Purchase Contract Agreement (PNM Resources Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders Outstanding Securities delivered to the Company and the Purchase Contract Agent, the Company, Company when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any the manner the terms of the Purchase ContractsSecurities, or the provisions of this Agreement or the rights of the Holders in respect of the Units; Securities, provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Securities underlying a Holder’s obligations under a Purchase Contract;
(c) Security, impair the right of the Holder of any Equity Unit Security to receive distributions distribution payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, Fee or change any place where, or the coin or currency in which, any Contract Adjustment Payment Fee is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Final Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts Outstanding Securities the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 4 contracts
Samples: Stock Purchase Contract Agreement (CCC Capital Trust Ii), Stock Purchase Contract Agreement (Radio One Licenses LLC), Stock Purchase Contract Agreement (Allied Waste North America Inc/De/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions interest on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate Units or Treasury Units, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Keyspan Trust Iii), Purchase Contract Agreement (Keyspan Trust I), Purchase Contract Agreement (Dominion Resources Inc /Va/)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payablepayable or increase any amounts payable by Holders in respect of the Units or decrease any other amounts receivable by Holders in respect of the Units;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Hawaiian Electric Industries Inc), Purchase Contract Agreement (Pinnacle West Capital Corp), Purchase Contract Agreement (Ameren Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the outstanding Outstanding Purchase Contracts voting together as one classaffected by such supplemental purchase contract agreement, including without limitation, consents obtained in connection with a purchase of, or tender or exchange offer for, Units and/or Separate Purchase Contracts and by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an purchase contract agreement or purchase contract agreements supplemental hereto for the purpose of adding any provisions to, changing in any manner or eliminating any of, or waiving compliance to any of the provisions of this Purchase Contract Agreement or of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of under this Purchase Contract Agreement and the UnitsPurchase Contracts; provided, however, that, except as contemplated herein, that no such supplemental purchase contract agreement shall, without the consent of the each Holder of each the Outstanding Unit Purchase Contracts affected thereby,:
(ai) make any change that impairs or adversely affects the settlement rights of any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(cii) change the right to settle Purchase Contracts early or the Fundamental Change Early Settlement Right, in either case, whether through an amendment or waiver of the provisions in the covenants, definitions or otherwise;
(iii) impair the right of any Holder to receive delivery of the Holder number of shares of Common Stock, cash in lieu of any Equity Unit to receive distributions fractional share and/or Reference Property due upon settlement of any Purchase Contract on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateraldue dates therefor;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(eiv) impair the right to institute suit for the enforcement of any the Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gv) reduce make any change in the percentage of the outstanding Purchase Contracts the Holders required to consent of whose Holders is required for to any amendment, modification or amendment to the provisions waiver of any provision of this Purchase Contract Agreement or the Purchase Contracts; provided, that if make any amendment or proposal referred change to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofthis sentence. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Post Holdings, Inc.), Purchase Contract Agreement (McDermott International Inc), Purchase Contract Agreement (Forestar Group Inc.)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Units voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, Company and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Purchase Contract Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, PROVIDED that, except as contemplated herein, no such supplemental agreement shall, as to any Holder affected thereby, without the consent of the Holder of each Outstanding Unit affected thereby,such Holder:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) Contracts, impair the right of the Holder of any Equity Purchase Contract or Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio Consideration or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Consideration for the Pledged Treasury Securities), ) or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any the place where, or the coin or currency in which, any Contract Adjustment Payment or other payment under this Agreement is payablepayable or increase any amounts payable by the Holders in respect of the Units or decrease any other amounts receivable by Holders in respect of the Units;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock Ordinary Shares to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property Ordinary Shares upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, PROVIDED that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherPROVIDED, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof3.16.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Forward Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Equity Units and Stripped Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Forward Purchase Contract;
(c) Contract unless not adverse to Holders, impair the right of the Holder of any Equity Unit Forward Purchase Contract to receive distributions on the related Collateral (except as provided in Section 8.1(f) and except for the rights of Holders of Corporate Equity Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Forward Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant impair the right to Section 5.6, institute suit for the enforcement of any Forward Purchase Contract;
(6) reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Forward Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Forward Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Forward Purchase Contract in any material respectContract; or
(g7) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Equity Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or 100% of such class, as the case may be; provided further, however, that no such agreement, whether with or without the consent of Holders, Holders shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (Aep Capital Trust Iii), Forward Purchase Contract Agreement (American Electric Power Co Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) subject to the Company’s right to defer payments on the Notes, change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract (except for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Pledged securities to receive distributions on the Pledged securities or otherwise adversely affect the Holder’s rights under the Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fd) except as required pursuant to set forth in Section 5.65.05, reduce the number of shares of Common Stock to be purchased purchasable pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any the Purchase Contract in any material respectContract; or
(ge) reduce the percentage of the outstanding Purchase Contracts the whose Holder’s consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect be required to approve any supplemental agreement having the effects specified in clauses (a) through (e) of this Section 3.16 hereof8.02. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc), Purchase Contract and Pledge Agreement (Johnson Controls Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in number of the outstanding Purchase Contracts Outstanding Common Equity Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Stock Purchase Contract Agent, the Company, when authorized by a Board Resolutionduly authorized, and the Stock Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Stock Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Common Equity Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Common Equity Unit affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Stock Purchase Contract;
(c) , impair the right of the Holder of any Common Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Stock Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Stock Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Stock Purchase Contract, Contract or change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Cash Merger Early Settlement or otherwise adversely affect the Holder’s 's rights under any the Stock Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts Outstanding Common Equity Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Stock Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Common Equity Units or the Treasury Stripped Common Equity Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Common Equity Unit of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (f) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Stock Purchase Contract Agreement (Metlife Inc), Stock Purchase Contract Agreement (Metlife Inc), Stock Purchase Contract Agreement (Metlife Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units PIES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Preferred Securities or Pledged Debentures or the Pledged Applicable Ownership Interests in Interest of the Treasury Portfolio or the rights of holders of Treasury Units PIES to substitute Applicable Ownership Interest in Preferred Securities, Debentures or the Applicable Ownership Interest in of the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units PIES or the Treasury UnitsPIES, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) - (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (Nipsco Industries Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, provided however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Contract Adjustment Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a any Purchase ContractContract (except for the rights of Holders of Corporate Units to substitute Treasury Securities or Cash for the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, the rights of Holders of Treasury Units to substitute shares of Mandatory Convertible Preferred Stock for the Treasury Securities or the rights of Holders of Cash Settled Units to substitute shares of Mandatory Convertible Preferred Stock for the Cash);
(c) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon);
(fe) except as required pursuant to set forth in Section 5.65.06 and Section 5.11, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise Settlement;
(f) adversely affect the Holder’s rights under any a Purchase Contract in any material respect, provided that any amendment made pursuant to Section 8.01(f) shall not be deemed to adversely affect the Holder’s rights under a Purchase Contract in any respect;
(g) reduce any Contract Adjustment Payments or any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency or method in which, any Contract Adjustment Payment is payable; or
(gh) reduce the percentage of the outstanding Purchase Contracts the whose Holders’ consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or and the Purchase Contracts; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units, only the Treasury Units or only the Treasury Cash Settled Units, then only Holders of the affected class voting group of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such class; provided furthervoting group, however, that no or each such agreement, whether with Holder affected thereby in the case of an amendment or without the consent of Holders, shall affect Section 3.16 hereofproposal referred to in clauses (a) through (h) above. It shall not be necessary for any Act of the Holders under this Section 8.2 8.02 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together Outstanding Units (or, with respect to modifications that adversely affect only the Holders of Normal Units or only the Holders of Stripped Units, with the consent of the Holders of not less than a majority of the Outstanding Units that comprise Normal Units or Stripped Units, as one classthe case may be), by Act of said Holders delivered to the Company and parties to any Principal Agreement, such parties (when authorized, in the Purchase Contract Agent, case of the Company, when authorized by a Board Resolution, and the Purchase Contract Agent ) may enter into an agreement or agreements supplemental hereto to such Principal Agreement for the purpose of modifying in any manner the terms of the Purchase ContractsUnits, or the provisions of this such Principal Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a1) change any Payment Datepayment date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Securities underlying a Holder’s obligations under a Purchase Contract;
(c) Unit, impair the right of the Holder of any Equity Unit to receive distributions or interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities (including the rights of Holders of Normal Units to effect a Stripped Unit Creation);
(d3) reduce any the Contract Adjustment Payments Fees or any Deferred Contract Adjustment Payment, other amounts receivable by Holders in respect of Units or increase other amounts payable by Holders in respect of Units or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Fees or other amounts receivable or payable in respect of Units are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the amount payable on exercise of any Call Option, extend the Call Option Expiration Date (as defined in the Call Option Agreement) or otherwise adversely affect any Holder's rights under any Call Option; or
(7) reduce the percentage of the outstanding Purchase Contracts Outstanding Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental agreement to any Principal Agreement. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental agreement, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 2 contracts
Samples: Master Unit Agreement (Monsanto Co), Master Unit Agreement (Monsanto Co)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Type A Securities to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debt Securities or the rights of holders of Treasury Units Type B Securities to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debt Securities for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Type A Securities or the Treasury UnitsType B Securities, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Oneok Inc /New/), Purchase Contract Agreement (Txu Capital Iv)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units, with the Equity Security Units and Stripped Units voting together as one class, by Act of said such Holders delivered to the Company and the Purchase Contract Agent, the Company, Company (when authorized by a Board Resolution, ) and the Purchase Contract Agent may enter into an agreement one or more agreements supplemental hereto hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement or the rights of the Holders in respect of the Equity Security Units and Stripped Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Equity Security Unit and Stripped Unit affected thereby,thereby (in addition to the consent of the Holders of at least a majority of the Outstanding Units, with the Equity Security Units and Stripped Units voting together as one class):
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities)Collateral, or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) change any place where, or the coin or currency (or, as provided in Section 5.3(c), Common Stock) in which, any amounts are payable in respect of the Equity Security Units and Stripped Units, increase any amounts payable by Holders in respect of the Equity Security Units and Stripped Units or decrease any other amounts receivable by Holders in respect of the Equity Security Units and Stripped Units;
(4) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency (or, as provided in Section 5.3(c), Common Stock) in which, any Contract Adjustment Payment is payable;
(e5) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f6) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase ContractPrice, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g7) reduce the percentage of the outstanding Purchase Contracts Equity Security Units and Stripped Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Equity Security Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, Holders shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (El Paso Corp/De), Purchase Contract Agreement (El Paso Corp/De)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only the Holders of the affected class of Units Security as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (FPL Group Trust II), Purchase Contract Agreement (FPL Group Capital Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Debt Securities or the Applicable Ownership Interests Interest in Debentures or the Pledged Applicable Ownership Interests in the a Treasury Portfolio or the rights of holders Holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures Debt Securities or the Applicable Ownership Interest in the a Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock or the amount of any property subject to purchase under this Agreement to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Cash Merger Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose the Holders of which is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only the Holders of the affected class of Units Security as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of the Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Great Plains Energy Inc), Purchase Contract Agreement (Great Plains Energy Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders Outstanding Securities delivered to the Company and the Purchase Contract Agent, the Company, Company when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any the manner the terms of the Purchase ContractsSecurities, or the provisions of this Agreement or the rights of the Holders in respect of the Units; Securities, provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Treasury Notes underlying a Holder’s obligations under a Purchase Contract;
(c) Security, impair the right of the Holder of any Equity Unit Security to receive distributions interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the underlying Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), Notes or otherwise adversely affect the Holder’s 's rights in or to such CollateralTreasury Notes;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, Fee or change any place where, or the coin or currency in which, any Contract Adjustment Payment Fee is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Final Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts Outstanding Securities the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Ferro Corp), Purchase Contract Agreement (Ferro Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) impair the right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(4) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract;
(5) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De), Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however. However, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) , change any Payment Date;
(b) ; change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral Contract (except for the rights of Holders holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Senior Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio Portfolio, as the case may be, or the rights of holders Holders of Treasury Units to substitute Applicable Ownership Interest in Debentures Senior Notes or the Applicable Ownership Interest Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d) ; impair the Holders' right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments; except as set forth in Section 5.04, reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract in any material respect; reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments ; or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the whose Holder's consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of each such Holder affected thereby; and provided, further, that the unanimous consent of the Holders of not less than a majority each outstanding Purchase Contract of such class; provided further, however, that no such agreement, whether with class affected thereby shall be required to approve any amendment or without the consent proposal specified in clauses (a) through (f) of Holders, shall affect this Section 3.16 hereof8.02. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Entergy Mississippi Inc), Purchase Contract and Pledge Agreement (Entergy Corp /De/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto to this Agreement for the purpose of modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, howeverPROVIDED, that, except as contemplated hereinin this Agreement, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit affected therebyoutstanding Purchase Contract affected,
(a) change any Payment Date;
(b1) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), Contract or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e2) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f3) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase ContractPrice, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g4) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; providedand PROVIDED FURTHER, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, howeverand PROVIDED FURTHER, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) - (4) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereofof such supplemental agreement.
Appears in 2 contracts
Samples: Purchase Contract Agreement (New Nisource Inc), Purchase Contract Agreement (New Nisource Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding MCAPS voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Stock Purchase Contract Agent, the Company, when authorized by a Board Resolutionduly authorized, and the Stock Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Stock Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsMCAPS; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Stock Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Stock Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Stock Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce the amount of any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Stock Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares Depositary Shares or the amount of Common Stock any other property to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Stock Purchase Contract, increase the price to purchase shares of Common Stock Depositary Shares or any other security or other property upon settlement of any Stock Purchase Contract, Contract or change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any the Stock Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Stock Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Stock Purchase Contracts or the Purchase ContractsCollateral Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units Normal MCAPS or the Treasury UnitsMCAPS, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Stock Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (f) above. It shall not be necessary for any Act of the Holders under this Section 8.2 9.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Stock Purchase Contract (Lehman Brothers Holdings Inc), Stock Purchase Contract (Lehman Brothers Holdings Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) impair the Holders' right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(4) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract;
(5) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Hartford Financial Services Group Inc/De), Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Debt Securities or the Applicable Ownership Interests Interest in Debentures or the Pledged Applicable Ownership Interests in the a Treasury Portfolio or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures Debt Securities or the Applicable Ownership Interest in the a Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Cash Merger Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only the Holders of the affected class of Units Security as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of the Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Amerus Group Co/Ia), Purchase Contract Agreement (Amerus Group Co/Ia)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units, with Holders of Corporate Units and Treasury Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,:
(a) change subject to the Company’s right to defer Contract Adjustment Payments, extend or delay any Payment Date;
(b) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or payment of any Contract Adjustment Payments or deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon);
(c) except as required pursuant to Section 5.05(a), reduce the number of shares of Common Stock purchasable pursuant to any Purchase Contract, increase the Purchase Price of the shares of Common Stock upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or change the right to effect an Early Settlement or Fundamental Change Early Settlement in a manner adverse to the Holder;
(d) increase the amount or change the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase ContractObligations;
(ce) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(df) reduce any Contract Adjustment Payments or any Deferred deferred Contract Adjustment Payment, Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Outstanding Purchase Contracts or Units, as the case may be, whose Holders’ consent of whose Holders is required for any modification modification, amendment or amendment to waiver of the provisions of this Agreement or the Purchase ContractsContracts or Units; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherclass or, howeverin the case of any supplemental agreement having the effects specified in clauses (a) through (g) of this Section 8.02, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofeach Holder affected thereby. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (South Jersey Industries Inc), Purchase Contract and Pledge Agreement (South Jersey Industries Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Senior Notes or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Senior Notes for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Affiliated Managers Group Inc), Purchase Contract Agreement (Affiliated Managers Group Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) impair the right to institute suit for the enforcement of any Purchase Contract or payment of any Contract Adjustment Payments;
(4) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract;
(5) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Chubb Corp), Purchase Contract Agreement (Chubb Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classClass, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Preferred Securities or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Preferred Securities for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment Adjustments or any Deferred Contract Adjustment PaymentsPAyment Adjustments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Lincoln National Corp), Purchase Contract Agreement (Lincoln National Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debt Securities or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Debt Securities for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate SPC Units to substitute the Treasury Securities for the Pledged Preferred Securities or Pledged Notes or the Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or the rights of holders of Holders or Treasury SPC Units to substitute Applicable Ownership Interest in Debentures Preferred Securities, Notes or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, which any Purchase Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respectDate; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate SPC Units or the Treasury SPC Units, then only Holders of the affected class of Units Holders as of the record date (if any) for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Pp&l Capital Funding Trust I), Purchase Contract Agreement (Pp&l Capital Funding Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together Outstanding Units (or, with respect to modifications that adversely affect only the Holders of Normal Units or only the Holders of Stripped Units, with the consent of the Holders of not less than a majority of the Outstanding Units that comprise Normal Units or Stripped Units, as one classthe case may be), by Act of said Holders delivered to the Company and parties to any Principal Agreement, such parties (when authorized, in the Purchase Contract Agent, case of the Company, when authorized by a Board Resolution, and the Purchase Contract Agent ) may enter into an agreement or agreements supplemental hereto to such Principal Agreement for the purpose of modifying in any manner the terms of the Purchase ContractsUnits, or the provisions of this such Principal Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a1) change any Payment Datepayment date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Securities underlying a Holder’s obligations under a Purchase Contract;
(c) Unit, impair the right of the Holder of any Equity Unit to receive distributions or interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities (including the rights of Holders of Normal Units to effect a Stripped Unit Creation);
(d3) reduce any the Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, other amounts receivable by Holders in respect of Units or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Payments or other amounts payable in respect of Units are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the amount payable on exercise of any Call Option, extend the Call Option Expiration Date (as defined in the Call Option Agreement) or otherwise adversely affect any Holder's rights under any Call Option; or
(7) reduce the percentage of the outstanding Purchase Contracts Outstanding Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental agreement to any Principal Agreement. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental agreement, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 2 contracts
Samples: Master Unit Agreement (CMS Energy Corp), Master Unit Agreement (CMS Energy Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding affected Unsettled Purchase Contracts voting together as one classOutstanding, in the case of clause (A) below, and with the consent of the Holders of not less than a majority of affected Units Outstanding, in the case of clause (B) below, by Act of said Holders delivered to the Company Corporation and the Purchase Contract Agent, the CompanyCorporation, when authorized by a Board ResolutionResolution or Officer's Certificate, the Agent and the Purchase Contract Collateral Agent may enter into an agreement or agreements supplemental hereto for the purpose of (A) modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement with respect to the Purchase Contracts or the rights of the Holders of Units with respect to the Purchase Contracts or (B) modifying in respect any manner the other terms of this Agreement or the other rights of Holders of Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, shall (i) without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,
thereby in the case of clauses (a1), (2) change any Payment Date;
and (b3) change below and (ii) without the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right consent of the Holder of any Equity each Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests affected thereby, in the Treasury Portfolio or the rights case of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;clauses (4) and (5) below:
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e1) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g2) reduce the percentage of the outstanding Purchase Contracts Outstanding, the consent of whose Holders is required for any modification or amendment to of the provisions of this Agreement relating to the Purchase Contracts or for any waiver of any Purchase Contract Defaults hereunder and their consequences provided for in this Agreement relating to the Purchase Contracts, or
(3) modify or affect (in any manner materially adverse to the Holders) the Holders' rights and obligations under the Purchase Contracts; provided, that if or
(4) modify or affect (in any amendment manner materially adverse to the Holders) the terms of this Agreement or proposal such Holder's Units (other than the terms referred to above would adversely affect only in clause (1), (2) or (3) above); or
(5) reduce the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent percentage of Holders of not less Units whose consent is required for any modification or amendment of the provisions of this Agreement (other than a majority of such class; provided furtherthe terms referred to in clause (1), however, that no such agreement, whether with (2) or without the consent of Holders, shall affect Section 3.16 hereof(3) above). It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Unit Agreement (Morgan Stanley Capital Trust VIII), Unit Agreement (Morgan Stanley)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in Stated Amount of the outstanding Purchase Contracts Outstanding Equity Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolutionduly authorized, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Stock Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Equity Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the each Holder of each Outstanding Unit Equity Units affected thereby,
(a) subject to the Company’s right to defer any Contract Adjustment Payments pursuant to Section 5.11, change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Stock Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise materially adversely affect the Holder’s rights in or to such Collateral or materially adversely alter such Holder’s rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payablepayable or reduce any Contract Adjustment Payments;
(ed) impair the right to institute suit for the enforcement of any Stock Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock or the amount of any other property or securities to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Stock Purchase Contract, increase the price to purchase shares of Common Stock or any other security property or other property securities upon settlement of any Stock Purchase Contract, Contract or change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Cash Merger Early Settlement or otherwise materially and adversely affect the Holder’s rights under any the Stock Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts Outstanding Equity Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Stock Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such the affected class or all of the Holders of the affected class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofas applicable. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (American International Group Inc), Purchase Contract Agreement (American International Group Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together Outstanding Units (or, with respect to modifications that adversely affect only the Holders of Normal Units or only the Holders of Stripped Units, with the consent of the Holders of not less than a majority of the Outstanding Units that comprise Normal Units or Stripped Units, as one classthe case may be), by Act of said Holders delivered to the Company and parties to any Principal Agreement, such parties (when authorized, in the Purchase Contract Agent, case of the Company, when authorized by a Board Resolution, and the Purchase Contract Agent ) may enter into an agreement or agreements supplemental hereto to such Principal Agreement for the purpose of modifying in any manner the terms of the Purchase ContractsUnits, or the provisions of this such Principal Agreement or the rights of the Holders in respect of the Units; provided, ! however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a1) change any Payment Datepayment date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Securities underlying a Holder’s obligations under a Purchase Contract;
(c) Unit, impair the right of the Holder of any Equity Unit to receive distributions or interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities (including the rights of Holders of Normal Units to effect a Stripped Unit Creation);
(d3) reduce any the Contract Adjustment Payments Fees, if any, or any Deferred other amounts receivable by Holders in respect of Units or increase the Contract Adjustment PaymentFees, if any, or other amounts payable by Holders in respect of Units or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Fees or other amounts receivable or payable in respect of Units are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the amount payable on exercise of any Call Option, extend the Call Option Execution Date (as defined in the Call Option Agreement) or otherwise adversely affect any Holder's rights under any Call Option; or
(7) reduce the percentage of the outstanding Purchase Contracts Outstanding Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Master Unit Agreement (Providian Financing Iv), Master Unit Agreement (Ati Financing Ii)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, Company and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Purchase Contract Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, provided that, except as contemplated herein, no such supplemental agreement shall, as to any Holder affected thereby, without the consent of the Holder of each Outstanding Unit affected thereby,such Holder:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral Contracts (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or Pledged Treasury Consideration, as the Pledged Applicable Ownership Interests in the Treasury Portfolio case may be, or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio Consideration, as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Purchase Contract or Unit to receive distributions on the related Collateral or otherwise materially adversely affect the Holder’s rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any the place where, or the coin or currency in which, any Contract Adjustment Payment or other payment under this Agreement is payablepayable or increase any amounts payable by the Holders in respect of the Units or decrease any other amounts receivable by Holders in respect of the Units;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherprovided, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Lazard Group Finance LLC), Purchase Contract Agreement (Lazard LTD)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolutionduly authorized, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock or Preferred Stock, as applicable, or the amount of any other property to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or Preferred Stock, as applicable, or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under any the Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (f) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Unit Purchase Agreement (PNM Resources Inc), Purchase Contract Agreement (PNM Resources Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) subject to the Company’s right to defer Contract Adjustment Payments or change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase ContractContract (except for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Applicable Ownership Interests in Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) in each paragraph of the definitions of Applicable Ownership Interest in the Special Event Treasury Portfolio and Applicable Ownership Interest in the Remarketing Treasury Portfolio), as applicable, for the Pledged Treasury Securities);
(c) impair the right of the Holder of any Equity Unit Pledged Securities to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateralthe Pledged Securities;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract, including Contract or payment of any Contract Adjustment Payments or Deferred deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon);
(fe) except as required pursuant to set forth in Section 5.65.05, reduce the number of shares of Common Stock to be purchased purchasable pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under this Agreement or Remarketing Agreement;
(f) reduce any Purchase Contract Adjustment Payments or any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency in which, any material respectContract Adjustment Payment is payable; or
(g) reduce the percentage of the outstanding Purchase Contracts the whose Holder’s consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect be required to approve any supplemental agreement having the effects specified in clauses (a) through (g) of this Section 3.16 hereof8.02. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Great Plains Energy Inc), Purchase Contract and Pledge Agreement (Great Plains Energy Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Nextera Energy Inc), Purchase Contract Agreement (FPL Group Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Debt Securities or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures Debt Securities or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the a Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only the Holders of the affected class of Units Security as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of the Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Texas Utilities Co /Tx/), Purchase Contract Agreement (Texas Utilities Co /Tx/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Georgia-Pacific Group Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Georgia-Pacific Group Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or the Treasury PEPS Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Georgia Pacific Corp), Purchase Contract Agreement (Georgia Pacific Corp)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Forward Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Equity Units and Stripped Equity Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Units adversely affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations Obligations under a the Forward Purchase Contract;
(c) Contract unless not adverse to Holders, impair the right of the Holder of any Equity Unit Forward Purchase Contract to receive distributions on the related Collateral (except as provided in Section 8.1(f) and except for the rights of Holders of Corporate Equity Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the rights of holders of Treasury Stripped Equity Units to substitute Applicable Ownership Interest in Debentures Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Forward Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant impair the right to Section 5.6, institute suit for the enforcement of any Forward Purchase Contract;
(6) reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Forward Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Forward Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s rights under any Forward Purchase Contract in any material respectContract; or
(g7) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Equity Units or the Treasury Stripped Equity Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or 100% of such class; provided further, however, that no such agreement, whether with or without as the consent of Holders, shall affect Section 3.16 hereof. case may be.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate SPC Units to substitute the Treasury Securities for the Pledged Notes or the Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or the rights of holders of Holders or Treasury SPC Units to substitute Applicable Ownership Interest in Debentures Notes or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, which any Purchase Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respectDate; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate SPC Units or the Treasury SPC Units, then only Holders of the affected class of Units Holders as of the record date (if any) for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (PPL Energy Supply LLC)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Equity Security Units and Stripped Equity Security Units voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Equity Security Units and Stripped Equity Security Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Equity Security Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Notes, Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio or Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio, or the rights of holders of Stripped Equity Security Units to substitute Notes for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or materially adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Equity Security Units or the Treasury Stripped Equity Security Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or, in the case of proposals specified in clauses (1) through (6) above, 100% of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. .
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Debt Securities or the Applicable Ownership Interests Interest in Debentures or the Pledged Applicable Ownership Interests in the a Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures Debt Securities or the Applicable Ownership Interest in the a Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only the Holders of the affected class of Units Security as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of the Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Txu Corp /Tx/), Purchase Contract Agreement (Txu Capital Iv)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsPIES; providedPROVIDED, howeverHOWEVER, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby, other than as expressly contemplated by this Agreement,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; providedsuch supplemental agreement, that PROVIDED that, if any amendment or proposal referred to above would adversely affect only the Corporate Units PIES or the Treasury UnitsPIES after securities of such class are created and remain Outstanding, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided furtherand PROVIDED, howeverFURTHER, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate PIES or Treasury PIES, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Sierra Pacific Resources Capital Trust Ii), Purchase Contract Agreement (Sierra Pacific Resources)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when duly authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(c) impair the right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(d) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract;
(e) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (f) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Pmi Group Inc), Purchase Contract Agreement (Pmi Group Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsPIES; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby, other than as expressly contemplated by this Agreement,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; providedsuch supplemental agreement, that provided that, if any amendment or proposal referred to above would adversely affect only the Corporate Units PIES or the Treasury UnitsPIES after securities of such class are created and remain Outstanding, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate PIES or Treasury PIES, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Sierra Pacific Resources /Nv/), Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding affected Unsettled Purchase Contracts voting together as one classOutstanding, in the case of clause (A) below, and with the consent of the Holders of not less than a majority of affected Units Outstanding, in the case of clause (B) below, by Act of said Holders delivered to the Company, the Guarantor and the Agent, the Company and the Purchase Contract Agent, the CompanyGuarantor, when each is authorized by a Board Resolutionresolutions of its Boards or an Officer’s Certificate, the Agent and the Purchase Contract Collateral Agent may enter into an agreement or agreements supplemental hereto for the purpose of (A) modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement with respect to the Purchase Contracts or the rights of the Holders of Units with respect to the Purchase Contracts or (B) modifying in respect any manner the other terms of this Agreement or the other rights of Holders of Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, shall (i) without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,
thereby in the case of clauses (a1), (2) change any Payment Date;
and (b3) change below and (ii) without the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right consent of the Holder of any Equity each Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests affected thereby, in the Treasury Portfolio or the rights case of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securitiesclauses (4), or otherwise adversely affect the Holder’s rights in or to such Collateral;(5) and (6) below:
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e1) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g2) reduce the percentage of the outstanding Purchase Contracts Outstanding, the consent of whose Holders is required for any modification or amendment to of the provisions of this Agreement relating to the Purchase Contracts or for any waiver of any Purchase Contract Defaults hereunder and their consequences provided for in this Agreement relating to the Purchase Contracts, or
(3) modify or affect (in any manner materially adverse to the Holders) the Holders’ rights and obligations under the Purchase Contracts; or
(4) modify or affect (in any manner materially adverse to the Holders) the terms of this Agreement or such Holder’s Units (other than the terms referred to in clause (1), (2) or (3) above); or
(5) reduce the percentage of Holders of Units whose consent is required for any modification or amendment of the provisions of this Agreement (other than the terms referred to in clause (1), (2) or (3) above); or
(6) except in accordance with Section 12.13, remove the Guarantee on the Units or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Unit Agreement (Morgan Stanley Finance LLC), Unit Agreement (Morgan Stanley Capital Trust Iv)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fc) except as required pursuant to set forth in Section 5.65.05, reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any the Purchase Contract in any material respect;
(d) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under the Purchase Contract (except for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Debentures or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Purchase Contract to receive distributions on the related Collateral or otherwise adversely affect the Holder’s rights in or to such Collateral;
(e) reduce any Contract Adjustment Payments or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable; or
(gf) reduce the percentage of the outstanding Purchase Contracts the whose Holder’s consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect be required to approve any amendment or proposal specified in clauses (a) through (f) of this Section 3.16 hereof8.02. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Archer Daniels Midland Co), Purchase Contract and Pledge Agreement (Archer Daniels Midland Co)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,, other than as expressly contemplated by this Agreement:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; providedsuch supplemental agreement, that provided that, if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury UnitsUnits after securities of such class are created and remain Outstanding, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate Units or Treasury Units, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Amerigroup Corp), Purchase Contract Agreement (Amerigroup Corp)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in a form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Capital Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio Consideration or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Capital Securities or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration for the Pledged Treasury Securities), ) or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Fee Payments, if any, or any Deferred Contract Adjustment Fee Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Fee Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Fee Payment, if any, or any Deferred Contract Adjustment PaymentsFee Payment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or 100% of such class; provided further, however, that no such agreement, whether with or without as the consent of Holders, shall affect Section 3.16 hereof. case may be.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Prudential Financial Inc), Purchase Contract Agreement (Prudential Financial Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by or pursuant to a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities (other than the Senior Notes, which may be modified only in accordance with the applicable provisions of the Indenture); provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a any Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(dc) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment PaymentPayments, if any, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(ed) impair the right to institute suit for the enforcement of any Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred Contract Adjustment PaymentsPayment, if any;
(fe) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock (or the amount of any other property) to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock (or any other security or other property property) upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date date, if any, for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class or the Holders of each affected Outstanding Security within such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofas applicable. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Centurytel Inc), Purchase Contract Agreement (Centurytel Inc)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or materially adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or 100% of such class; provided further, however, that no such agreement, whether with or without as the consent of Holders, shall affect Section 3.16 hereof. case may be.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Northrop Grumman Corp /De/), Purchase Contract Agreement (Northrop Grumman Corp /De/)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, provided that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio Consideration or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration for the Pledged Treasury Securities), ) or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payablepayable or increase any amounts payable in respect of the Units or decrease any other amounts receivable by Holders in respect of the Units;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherprovided, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Union Planters Corp), Purchase Contract Agreement (Unumprovident Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the outstanding Outstanding Purchase Contracts voting together as one class(including without limitation, consents obtained in connection with a repurchase of, or tender or exchange offer for, Units and/or Separate Purchase Contracts) and by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an a purchase contract agreement or purchase contract agreements supplemental hereto for the purpose of adding any provisions to, changing in any manner or eliminating any of, or waiving compliance to any of the provisions of this Purchase Contract Agreement or of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of under this Purchase Contract Agreement and the UnitsPurchase Contracts; provided, however, that, except as contemplated herein, that no such supplemental purchase contract agreement shall, without the consent of the each Holder of each the Outstanding Unit Purchase Contracts affected thereby,:
(ai) make any change that impairs or adversely affects the settlement rights of any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(cii) change the right to settle Purchase Contracts early or the Fundamental Change Early Settlement Right, in either case, whether through an amendment or waiver of the provisions in the covenants, definitions or otherwise;
(iii) impair the right of any Holder to receive delivery of the Holder number of shares of Common Stock, cash in lieu of any Equity Unit to receive distributions fractional share and/or Reference Property due upon settlement of any Purchase Contract on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateraldue dates therefor;
(div) reduce the Redemption Amount or impair the right of any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or Holder to receive such amount if the coin or currency Company elects to redeem the Purchase Contracts in which, any Contract Adjustment Payment is payableconnection win an Acquisition Termination Redemption;
(ev) impair the right to institute suit for the enforcement of any the Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gvi) reduce make any change in the percentage of the outstanding Purchase Contracts the Holders required to consent of whose Holders is required for to any amendment, modification or amendment to the provisions waiver of any provision of this Purchase Contract Agreement or the Purchase Contracts; provided, that if make any amendment or proposal referred change to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofthis sentence. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Purchase Contract Agreement, Purchase Contract Agreement (Dynegy Inc.)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company TECO and the Purchase Contract Agent, the CompanyTECO, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Trust Preferred Securities, Pledged LLC Preferred Securities or Pledged Notes or the Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in Interest of the Treasury Portfolio or the rights of holders Holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Trust Preferred Securities or the Applicable Ownership Interest in of the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or materially adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or (including any Deferred deferred Contract Adjustment Payment, Payments) or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any the modification or amendment to of the provisions of this the Agreement, the Pledge Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, as the case may be, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio Consideration or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures Notes or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration for the Pledged Treasury Securities), ) or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce increase any Contract Adjustment Payments amounts payable in respect of the Units or decrease any Deferred Contract Adjustment Payment, or change any place where, or amounts receivable by Holders in respect of the coin or currency in which, any Contract Adjustment Payment is payableUnits;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherprovided, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (Household International Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Securities voting together as one class, by Act of said Holders delivered to the Company and the Purchase 66 Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; providedPROVIDED, howeverHOWEVER, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Stock Purchase Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio [Subordinated] Notes or the rights of holders Holders of Treasury Stock Purchase Units to substitute Applicable Ownership Interest in Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio [Subordinated] Notes for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; orDate;
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification such supplemental agreement; or
(6) reduce any Purchase Contract Payments or amendment to the provisions of this Agreement change any place where, or the coin or currency in which, any Purchase ContractsContract Payment is payable; provided, PROVIDED that if any amendment or proposal referred to above would adversely affect only the Corporate Stock Purchase Units or the Treasury Stock Purchase Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherand PROVIDED, howeverFURTHER, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,, other than as expressly contemplated by this Agreement:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock Ordinary Shares to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property Ordinary Shares upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; providedsuch supplemental agreement, that provided that, if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury UnitsUnits after securities of such class are created and remain Outstanding, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate Units or Treasury Units, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (Endurance Specialty Holdings LTD)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Trust Preferred Securities or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Trust Preferred Securities for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment PaymentPayments, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall shall. not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, provided however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a any Purchase ContractContract (except for the rights of Holders of Corporate Units to substitute Cash for the Pledged Applicable Ownership Interests in Convertible Preferred Stock or the rights of Holders of Treasury Units to substitute shares of Convertible Preferred Stock for the Treasury Securities);
(c) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract, including Contract or any Contract Adjustment Payments or Deferred deferred Contract Adjustment PaymentsPayments (including Compounded Contract Adjustment Payments thereon);
(fe) except as required pursuant to set forth in Section 5.65. 06 and Section 5.11, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise Settlement;
(f) adversely affect the Holder’s rights under any a Purchase Contract in any material respect (provided that any amendment made pursuant to Section 8.01(f) shall not be deemed to adversely affect the Holder’s rights under a Purchase Contract in any respect);
(g) reduce any Contract Adjustment Payments or any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency or method in which, any Contract Adjustment Payment is payable; or
(gh) reduce the percentage of the outstanding Purchase Contracts the whose Holders’ consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or and the Purchase Contracts; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units, only the Treasury Units or only the Treasury Cash Settled Units, then only Holders of the affected class voting group of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of the Holders of not less than a majority of such class; provided furthervoting group, however, that no or each such agreement, whether with Holder affected thereby in the case of an amendment or without the consent of Holders, shall affect Section 3.16 hereofproposal referred to in clauses (a) through (h) above. It shall not be necessary for any Act of the Holders under this Section 8.2 8.02 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
Contract (cexcept for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Senior Notes or the Pledged Applicable Ownership Interests, as the case may be, or the rights of Holders of Treasury Units to substitute Senior Notes or the Applicable Ownership Interests (as specified in clause (i)(A) and (ii)(A) of the definition thereof) in the Treasury Portfolio, as applicable, for the Pledged Treasury Securities), unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(c) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments or any Deferred Contract Adjustment Payments;
(d) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract;
(e) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, Payments or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts;
(g) otherwise effect any action that would require the consent of the Holder of each Outstanding Unit affected thereby if such action were effected by a modification or amendment of the provisions of this Agreement; provided, or
(h) reduce the percentage of Purchase Contracts the consent of whose Holders is required for the modification or amendment of the provisions of this Agreement; provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (h) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Southern Union Co)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Normal Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Consideration or the rights of holders of Treasury Stripped Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the appropriate Treasury Portfolio Consideration for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or materially adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Fee Payments, if any, or any Deferred Contract Adjustment Fee Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Fee Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Fee Payment, if any, or any Deferred Contract Adjustment PaymentsFee Payment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Normal Units or the Treasury Stripped Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. .
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding all Unsettled Purchase Contracts voting together as one classconstituting a part of any series of Units Outstanding, in the case of clause (A) below, and with the consent of the Holders of not less than a majority of all Units Outstanding, in the case of clause (B) below, by Act of said Holders delivered to the Company Corporation and the Purchase Contract Agent, the CompanyCorporation, when authorized by a Board ResolutionResolution or Officers’ Certificate, the Agent and the Purchase Contract Collateral Agent may enter into an agreement or agreements supplemental hereto for the purpose of (A) modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement with respect to the Purchase Contracts or the rights of the Holders of Units with respect to the Purchase Contracts or (B) modifying in respect any manner the other terms of this Agreement or the other rights of Holders of Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, shall (i) without the consent of the Holder of each Outstanding Unit Purchase Contract affected thereby,
thereby in the case of clauses (a1), (2) change any Payment Date;
and (b3) change below and (ii) without the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right consent of the Holder of any Equity each Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests affected thereby, in the Treasury Portfolio or the rights case of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;clauses (4) and (5) below:
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e1) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g2) reduce the percentage of the outstanding Purchase Contracts constituting a part of any series of Units Outstanding, the consent of whose Holders is required for any modification or amendment to of the provisions of this Agreement relating to the Purchase Contracts or for any waiver of any Purchase Contract Defaults hereunder and their consequences provided for in this Agreement relating to the Purchase Contracts, or
(3) modify or affect (in any manner materially adverse to the Holders) the Holders’ rights and obligations under the Purchase Contracts; provided, that if or
(4) modify or affect (in any amendment manner materially adverse to the Holders) the terms of this Agreement or proposal such Holder’s Units (other than the terms referred to above would adversely affect only in clause (1), (2) or (3) above); or
(5) reduce the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent percentage of Holders of not less Units whose consent is required for any modification or amendment of the provisions of this Agreement (other than a majority of such class; provided furtherthe terms referred to in clause (1), however, that no such agreement, whether with (2) or without the consent of Holders, shall affect Section 3.16 hereof(3) above). It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Warrant Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Warrant Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase ContractsWarrants, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Warrant affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a Purchase Contract;
(c) the Warrant, unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Warrant to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) impair the right to institute suit for the enforcement of any Warrant or payment of any Warrant Fees;
(4) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Warrant, increase the price to purchase shares of Common Stock or any other property upon settlement of any Warrant or change the Warrant Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Warrant;
(5) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, Warrant Fees or change any place where, or the coin or currency in which, any Contract Adjustment Payment Warrant Fee is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g6) reduce the percentage of the outstanding Purchase Contracts Warrants the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Warrants or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Warrant of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Warrant Agreement (Chubb Corp)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Securities voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) impair the right to institute suit for the enforcement of any Purchase Contract or any Purchase Contract Payments;
(4) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract;
(5) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units MEDS or the Treasury UnitsMEDS, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding HiMEDS Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the HiMEDS Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
Contract (c) except for the rights of holders of Corporate HiMEDS Units to substitute Treasury Securities for the Pledged Senior Notes or the rights of Holders of Treasury HiMEDS Units to substitute Senior Notes for the Pledged Treasury Securities), unless such change is not adverse to the Holders, does not impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(c) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments or any Deferred Contract Adjustment Payments;
(d) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract except, in each case, to the extent expressly provided in Section 5.04 hereof or change the Purchase Contract Settlement Date or the right to Early Settlement or Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract;
(e) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, Payments or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, or
(g) otherwise effect any action that would require the consent of the Holder of each Outstanding HiMEDS Unit affected thereby if such action were effected by a modification or amendment of the provisions of this Agreement; provided that if any amendment or proposal referred to above would adversely affect only the Corporate HiMEDS Units or the Treasury HiMEDS Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (g) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Bankunited Financial Corp)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, by (which will constitute an approving Act of said Holders such Holders) delivered to the Company and the Purchase Contract SQUARZ Agent, the Company, when authorized by a Board Resolution, Company and the Purchase Contract SQUARZ Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase ContractsUnits, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,:
(ai) change any Underlying Warrant Installment Payment Date;
(bii) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a Purchase Contractthe Units;
(ciii) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for Pledged Notes, the rights of Holders of Corporate Units to substitute the Treasury Securities for the Initial Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place whereTreasuries Interest, or the coin or currency in whichSubstitute Pledged Treasuries Interest, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including Underlying Warrant or any Contract Adjustment Payments Note; or Deferred Contract Adjustment Paymentsotherwise materially and adversely affect the Holder's rights in or to such collateral or materially and adversely alter the rights in or to such collateral;
(fiv) change the exercise dates of any Underlying Warrants, except as required pursuant to Section 5.6, provided herein;
(v) reduce the number of shares of Berkshire Common Stock to be purchased pursuant to any Purchase Contract or issued upon the amount exercise of any other security or other property to be purchased under a Purchase ContractUnderlying Warrant, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase ContractUnderlying Warrant Exercise Price, increase the Underlying Warrant Installment Payments, change the Purchase Contract Settlement Underlying Warrant Maturity Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectUnit; or
(gvi) reduce the percentage of the outstanding Purchase Contracts Outstanding Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units SQUARZ or the Treasury UnitsStripped SQUARZ, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. .
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of each of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) impair the Holders' right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(4) reduce the number of Ordinary Shares or the amount of any other property to be purchased pursuant to any Purchase Contract (except pursuant to Section 5.04), increase the price to purchase Ordinary Shares or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Specified Merger Early Settlement or otherwise adversely affect the Holder's rights under the Purchase Contract;
(5) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Hybrid Capital Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (Scottish Re Group LTD)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of DB1/ 116094647.1 modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.. 72 DB1/ 116094647.1
Appears in 1 contract
Samples: Purchase Contract Agreement (Florida Power & Light Co)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent, the Collateral Agent, the Securities Intermediary and the Custodial Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) subject to the Company’s right to defer Contract Adjustment Payments, change any Payment Date;
(b) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract or payment of any Contract Adjustment Payments or Deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon);
(c) except as set forth in Section 5.05, reduce the number of shares of Common Stock purchasable pursuant to any Purchase Contract, increase the purchase price of the shares of Common Stock upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or change the right to Early Settlement or Fundamental Change Early Settlement in a manner adverse to the Holder or otherwise adversely affect the Holder’s rights under this Agreement or Remarketing Agreement in any material respect;
(d) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase ContractContract (except for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Applicable Ownership Interests in Notes or the rights of Holders of Treasury Units to substitute Notes for the Pledged Treasury Securities);
(ce) impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(df) reduce any Contract Adjustment Payments or any Deferred deferred Contract Adjustment Payment, Payments (including Compounded Contract Adjustment Payments thereon) or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the whose Holder’s consent of whose Holders is required for any modification or amendment to of the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or only the Treasury Units, then only Holders of the affected class voting group of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided furthervoting group or, howeverin the case of any supplemental agreement having the effects specified in clauses (a) through (g) of this Section 8.02, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofeach Holder affected thereby. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by or pursuant to a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities (other than the Senior Notes, which may be modified only in accordance with the applicable provisions of the Indenture); provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a any Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock (or the amount of any other property) to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock (or any other security or other property property) upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date date, if any, for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class or the Holders of each affected Outstanding Security within such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereofas applicable. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions interest on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to under any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate Units or Treasury Units, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions interest on the related Collateral (except for the rights of Holders of Corporate Units PIES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Shares or the rights of holders of Treasury Units PIES to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Shares for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units PIES or the Treasury UnitsPIES, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) - (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate PEPS Units to substitute the Treasury Securities for the Pledged Preferred Securities or Pledged Senior Deferrable Notes or the Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in Interest of the Treasury Portfolio or the rights of holders of Holders or Treasury PEPS Units to substitute Applicable Ownership Interest in Debentures Preferred Securities, Senior Deferrable Notes or the Applicable Ownership Interest in of the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or the Treasury PEPS Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Forward Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto hereto, in form satisfactory to the Company and the Agent, for the purpose of modifying in any manner the terms of the Forward Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsDECS; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit DECS adversely affected thereby,:
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations 's Obligations under a the Forward Purchase Contract;
(c) Contract unless not adverse to Holders, impair the right of the Holder of any Equity Unit Forward Purchase Contract to receive distributions on the related Collateral (except as provided in Section 8.1(f) and except for the rights of Holders of Corporate Units Upper DECS to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio Portfolio, or the rights of holders of Treasury Units Stripped DECS to substitute Applicable Ownership Interest in Debentures Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Forward Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Forward Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Forward Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise materially adversely affect the Holder’s 's rights under any Forward Purchase Contract in any material respectContract; or
(g5) reduce the percentage of the outstanding Forward Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Upper DECS or the Treasury UnitsStripped DECS, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority or 100% of such class; provided further, however, that no such agreement, whether with or without as the consent of Holders, shall affect Section 3.16 hereof. case may be.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Forward Purchase Contract Agreement (Capital One Financial Corp)
Supplemental Agreements with Consent of Holders. (a) With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,:
(ai) change any Payment Date;
(bii) change the amount or the type of Collateral required to be Pledged pledged to secure a Holder’s 's obligations under a Purchase the applicable Contract;
(c) , impair the right of the Holder of any Equity Unit Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units SPACES to substitute the Treasury Securities Common Stock for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio Fixed-Share Rights, or the rights of holders of Treasury Units Separate PACES and Separate COVERS to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Fixed-Share Rights for the Pledged Treasury Securities), Common Stock) or otherwise materially adversely affect the Holder’s 's rights in or to such Collateral;
(diii) reduce any Contract Adjustment Payments Payments, if any, or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payablepayable or increase any amounts payable by Holders in respect of the Securities or decrease any other amounts receivable by Holders in respect of the Securities;
(eiv) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments Payment, if any, or any Deferred Contract Adjustment PaymentsPayment, if any;
(fv) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased or sold pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Fixed-Share Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement Variable-Share Stock Purchase Date or otherwise materially adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(gvi) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units SPACES, Separate PACES or the Treasury UnitsSeparate COVERS, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. 3.16.
(b) It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions interest on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Payments are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units PIES or the Treasury UnitsPIES, then only Holders of the affected class of Units Holder as of the record date date, if any, for the Holders entitled to vote thereon or consent thereto will be entitled to vote on or consent to on such amendment or proposal, and such amendment or proposal shall not be effective except with the vote or consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holdersthe Holders of each outstanding Purchase Contract of the related Corporate PIES or Treasury PIES, as the case may be, shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Securities voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; providedPROVIDED, howeverHOWEVER, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Stock Purchase Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio [Subordinated] Notes or the rights of holders Holders of Treasury Stock Purchase Units to substitute Applicable Ownership Interest in Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio [Subordinated] Notes for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase urchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; orDate;
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification such supplemental agreement; or
(6) reduce any Purchase Contract Payments or amendment to the provisions of this Agreement change any place where, or the coin or currency in which, any Purchase ContractsContract Payment is payable; provided, PROVIDED that if any amendment or proposal referred to above would adversely affect only the Corporate Stock Purchase Units or the Treasury Stock Purchase Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided furtherand PROVIDED, howeverFURTHER, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Securities voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Stock Purchase Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures Preferred Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio [Subordinated] Notes or the rights of holders Holders of Treasury Stock Purchase Units to substitute Applicable Ownership Interest in Debentures Preferred Securities or the Applicable Ownership Interest in the Treasury Portfolio [Subordinated] Notes for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; orDate;
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification such supplemental agreement; or
(6) reduce any Purchase Contract Payments or amendment to the provisions of this Agreement change any place where, or the coin or currency in which, any Purchase ContractsContract Payment is payable; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Stock Purchase Units or the Treasury Stock Purchase Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (International Paper Co /New/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classOutstanding Units, by Act of said Holders delivered to the Company and parties to either Principal Agreement, such parties (when authorized, in the Purchase Contract Agent, case of the Company, when authorized by a Board Resolution, and the Purchase Contract Agent ) may enter into an agreement or agreements supplemental hereto to such Principal Agreement for the purpose of modifying in any manner the terms of the Purchase ContractsUnits, or the provisions of this such Principal Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a1) change any Payment Datepayment date;
(b2) change the amount or the type of Collateral Pledged Securities required to be Pledged pledged to secure a Holder’s obligations under a Purchase Contract;
(c) the Units, impair the right of the Holder of any Equity -45- 51 S&C Draft of June 6, 1999 Unit to receive distributions or interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities;
(d3) reduce any the Contract Adjustment Payments Fees or any Deferred Contract Adjustment Payment, other amounts receivable by Holders in respect of Units or increase other amounts payable by Holders in respect of Units or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Fees or other amounts receivable or payable in respect of Units are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock Shares to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property Shares upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts Outstanding Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental agreement to any Principal Agreement. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental agreement, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolutionduly authorized, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) , unless such change is not adverse to the Holders, impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(c) impair the right to institute suit for the enforcement of any Purchase Contract or any Contract Adjustment Payments;
(d) reduce the number of shares of Common Stock or the amount of any other property to be purchased pursuant to any Purchase Contract, increase the price to purchase shares of Common Stock or any other property upon settlement of any Purchase Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Cash Merger Early Settlement or otherwise adversely affect the Holder’s rights under the Purchase Contract;
(e) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(gf) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement Agreement, the Purchase Contracts or the Purchase ContractsPledge Agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (a) through (f) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities (other than the Notes, which may be modified only in accordance with the applicable provisions of the Indenture; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a any Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units Income PRIDES to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio pledged Notes or the rights of holders of Treasury Units Growth PRIDES to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio Notes for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock (or the amount of any other property) to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock (or any other security or other property property) upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units Income PRIDES or the Treasury UnitsGrowth PRIDES, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (Electronic Data Systems Corp /De/)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate PEPS Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Preferred Securities or Pledged Debentures or the Pledged Applicable Ownership Interests in Interest of the Treasury Portfolio or the rights of holders of Holders or Treasury PEPS Units to substitute Applicable Ownership Interest in Preferred Securities, Debentures or the Applicable Ownership Interest in of the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Purchase Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate PEPS Units or the Treasury PEPS Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one classOutstanding Units, by Act of said Holders delivered to the Company and parties to either Principal Agreement, such parties (when authorized, in the Purchase Contract Agent, case of the Company, when authorized by a Board Resolution, and the Purchase Contract Agent ) may enter into an agreement or agreements supplemental hereto to such Principal Agreement for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,of
(a1) change any Payment Datepayment date;
(b2) change the amount or the type of Collateral Pledged Securities required to be Pledged pledged to secure a Holder’s obligations under a Purchase Contract;
(c) the Units, impair the right of the Holder of any Equity Unit to receive distributions or interest payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities;
(d3) reduce any the Contract Adjustment Payments Fees or any Deferred Contract Adjustment Payment, other amounts receivable by Holders in respect of Units or increase other amounts payable by Holders in respect of Units or change any place where, or the coin or currency in which, any Contract Adjustment Payment is Fees or other amounts receivable or payable in respect of Units are payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock Shares to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property Shares upon settlement of any Purchase Contract, change the Stock Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts Outstanding Units the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental agreement to any Principal Agreement. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental agreement, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts Outstanding Units voting together as one class, including without limitation the consent of the Holders obtained in connection with a tender or an exchange offer, by Act of said Holders delivered to the Company and Company, the Purchase Contract Agent, the Company, the Collateral Agent, the Securities Intermediary and the Custodial Agent, as the case may be, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit outstanding Purchase Contract affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract (except for the rights of holders of Corporate Units to substitute Treasury Securities for the Pledged Applicable Ownership Interests in Senior Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, as the case may be, or the rights of Holders of Treasury Units to substitute Senior Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of such term), as applicable, for the Pledged Treasury Securities), impair the right of the Holder of any Pledged securities to receive distributions on the Pledged securities or otherwise adversely affect the Holder’s rights under the Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the Holders’ right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(fd) except as required pursuant to set forth in Section 5.65.05, reduce the number of shares of Common Stock to be purchased purchasable pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, Contract or change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any the Purchase Contract in any material respectContract; or
(ge) reduce the percentage of the outstanding Purchase Contracts the whose Holder’s consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, provided that if any amendment or proposal referred to above such supplemental agreement would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holders as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposalsupplemental agreement, and such amendment or proposal supplemental agreement shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect be required to approve any supplemental agreement having the effects specified in clauses (a) through (e) of this Section 3.16 hereof8.02. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Autoliv Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, Contracts or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities (other than the Debentures, which may be modified only in accordance with the applicable provisions of the Indenture; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a any Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in pledged Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s 's rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e3) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f4) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock (or the amount of any other property) to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock (or any other security or other property property) upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g5) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units Holder as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s 's obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Units; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Unit affected thereby,
(a) change any Payment Date;
(b) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s rights in or to such Collateral;
(d) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;
(e) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.;
Appears in 1 contract
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Purchase Contract Agent, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsSecurities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the unanimous consent of the Holder Holders of each Outstanding Unit Purchase Contract affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure a Holder’s obligations under a the Purchase Contract;
(c) , impair the right of the Holder of any Equity Unit Purchase Contract to receive distributions on the related Collateral (except for the rights of Holders of Corporate SPC Units to substitute the Treasury Securities for the Pledged Preferred Securities or Pledged Notes or the Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or the rights of holders of Holders or Treasury SPC Units to substitute Applicable Ownership Interest in Debentures Preferred Securities, Notes or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), ) or otherwise adversely affect the Holder’s rights in or to such Collateral or adversely alter the rights in or to such Collateral;
(d3) reduce any Purchase Contract Adjustment Payments or any Deferred Contract Adjustment Payment, or change any place where, or the coin or currency in which, which any Purchase Contract Adjustment Payment is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respectDate; or
(g6) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contractssuch supplemental agreement; provided, provided that if any amendment or proposal referred to above would adversely affect only the Corporate SPC Units or the Treasury SPC Units, then only Holders of the affected class of Units Holders as of the record date (if any) for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided and provided, further, however, that no such agreement, whether with or without the unanimous consent of Holders, the Holders of each outstanding Purchase Contract of such class affected thereby shall affect Section 3.16 hereofbe required to approve any amendment or proposal specified in clauses (1) through (6) above. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Purchase Contract Agreement (PPL Capital Funding Inc)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders Outstanding Securities delivered to the Company and the Purchase Contract Agent, the Company, Company when authorized by a Board Resolution, and the Purchase Contract Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any the manner the terms of the Purchase ContractsSecurities, or the provisions of this Agreement or the rights of the Holders in respect of the Units; Securities, provided, however, that, except as contemplated herein, that no such supplemental agreement shall, without the consent of the Holder of each Each Outstanding Unit Security affected thereby,
(a1) change any Payment Date;
(b2) change the amount or the type of Collateral required to be Pledged to secure Securities underlying a Holder’s obligations under a Purchase Contract;
(c) Security, impair the right of the Holder of any Equity Unit Security to receive distributions distribution payments on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury underlying Pledged Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities), or otherwise adversely affect the Holder’s 's rights in or to such CollateralPledged Securities;
(d3) reduce any Contract Adjustment Payments or any Deferred Contract Adjustment Payment, Fee or change any place where, or the coin or currency in which, any Contract Adjustment Payment Fee is payable;
(e4) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f5) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Final Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s 's rights under any Purchase Contract in any material respectContract; or
(g6) reduce the percentage of the outstanding Purchase Contracts Outstanding Securities the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such supplemental agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.. 59 55
Appears in 1 contract
Samples: Stock Purchase Contract Agreement (Ccci Capital Trust Iii)
Supplemental Agreements with Consent of Holders. With the consent of the Holders of not less than a majority of the outstanding Outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and Company, the Purchase Contract AgentAgent and the Trustee, the Company, when authorized by a Board Resolution, and the Purchase Contract Agent and the Trustee may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the UnitsPurchase Contracts; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the each Holder of each an Outstanding Unit Purchase Contract affected thereby,
(ai) change any Payment Datereduce the number of shares of Common Stock deliverable upon settlement of the Purchase Contracts;
(bii) change the amount Mandatory Settlement Date, the right to settle Purchase Contracts early or the type of Collateral required to be Pledged to secure a Holder’s obligations under a Purchase Contract;
(c) impair the right of the Holder of any Equity Unit to receive distributions on the related Collateral (except for the rights of Holders of Corporate Units to substitute the Treasury Securities for the Pledged Applicable Ownership Interests in Debentures or the Pledged Applicable Ownership Interests in the Treasury Portfolio or the rights of holders of Treasury Units to substitute Applicable Ownership Interest in Debentures or the Applicable Ownership Interest in the Treasury Portfolio for the Pledged Treasury Securities)Fundamental Change Early Settlement Right, or otherwise adversely affect the Holder’s rights to receive delivery of the number of shares of Common Stock, cash in or to such Collaterallieu of any fractional share and/or other property as described herein due upon settlement of any Purchase Contract on the due dates therefor;
(diii) reduce any Contract Adjustment Payments the above-stated percentage of Outstanding Purchase Contracts the consent of the Holders of which is required for the modification or any Deferred Contract Adjustment Payment, amendment of the provisions of the Purchase Contracts or change any place where, or the coin or currency in which, any Contract Adjustment Payment is payable;this Agreement; or
(eiv) impair the right to institute suit for the enforcement of any Purchase Contract, including any Contract Adjustment Payments or Deferred Contract Adjustment Payments;
(f) except as required pursuant to Section 5.6, reduce the number of shares of Common Stock to be purchased pursuant to any Purchase Contract or the amount of any other security or other property to be purchased under a Purchase Contract, increase the price to purchase shares of Common Stock or any other security or other property upon settlement of any Purchase Contract, change the Purchase Contract Settlement Date or the right to Early Settlement or Fundamental Change Early Settlement or otherwise adversely affect the Holder’s rights under any Purchase Contract in any material respect; or
(g) reduce the percentage of the outstanding Purchase Contracts the consent of whose Holders is required for any modification or amendment to the provisions of this Agreement or the Purchase Contracts; provided, that if any amendment or proposal referred to above would adversely affect only the Corporate Units or the Treasury Units, then only Holders of the affected class of Units as of the record date for the Holders entitled to vote thereon will be entitled to vote on or consent to such amendment or proposal, and such amendment or proposal shall not be effective except with the consent of Holders of not less than a majority of such class; provided further, however, that no such agreement, whether with or without the consent of Holders, shall affect Section 3.16 hereof. It shall not be necessary for any Act of the Holders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.
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Samples: Purchase Contract Agreement (Banc of California, Inc.)