Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to evidence the succession of another person to the Company or a successor to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the rights of the holders of the Securities of any series which are outstanding in any material respect; or (d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or (e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or (f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or (g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or (h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or (i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or (j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or (k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or (l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or (m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or (n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or (o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and
Appears in 3 contracts
Samples: Indenture for Subordinated Debt Securities (United States Cellular Corp), Indenture for Subordinated Debt Securities (Telephone & Data Systems Inc /De/), Indenture for Subordinated Debt Securities (Telephone & Data Systems Inc /De/)
Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another person to the Company or a successor to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or
(b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the rights of the holders of the Securities of any series which are outstanding in any material respect; or
(d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or
(e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or
(h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or
(o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and
Appears in 2 contracts
Samples: Indenture (Telephone & Data Systems Inc /De/), Indenture (United States Cellular Corp)
Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another person to the Company or a successor to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or
(b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the rights of the holders of the Securities of any series which are outstanding in any material respect; or
(d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or
(e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or
(h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or
(o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and
Appears in 1 contract
Samples: Indenture for Subordinated Debt Securities (United States Cellular Corp)
Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the The Company, when authorized by a the resolutions of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to make provision with respect to the conversion rights of Holders of Securities pursuant to the requirements of Section 5.10;
(b) to evidence the succession of another person to the Company or a successor corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained herein or otherwise established with respect pursuant to the Securities; orArticle Twelve hereof;
(bc) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders Holders of the Securities as the Board of all or any seriesDirectors of the Company and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, provided however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or;
(cd) to provide for uncertificated Securities in addition to or in place of certificated Securities;
(e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as which shall not be inconsistent with adversely affect the interests of the Holders of the Securities; and
(f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not adversely affect be obligated to enter into any such supplemental indenture which affects the rights Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Securities of any series which are outstanding in any material respect; or
(d) to change or eliminate at the time outstanding, notwithstanding any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or
(e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or
(h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or
(o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and11.02.
Appears in 1 contract
Samples: Indenture (Trans Lux Corp)
Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another person to the Company or a successor to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Securities; or
(b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Securities of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the rights of the holders of the Securities of any series which are outstanding in any material respect; or
(d) to change or eliminate any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or
(e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or;
(h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or
(o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and
Appears in 1 contract
Supplemental Indenture Without Consent of Securityholders. In addition to Without the consent of the Holders of any supplemental indenture otherwise authorized by this IndentureSecurities, the Company, when authorized by or pursuant to a Board ResolutionResolution or a Company Order, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another person to the Company or a successor Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to and in the Securities; or;
(b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection benefit of the holders Holders of the Securities of any or all series (and if such covenants or any the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series, and to make the occurrence), or to surrender any right or power herein conferred upon the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orCompany;
(c) to cure any ambiguity or defect, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indentureherein, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture as shall not or the Securities or make any other changes herein or therein;
(d) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be inconsistent for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series);
(e) to comply with any requirement in order to effect or maintain the provisions qualification of this Indenture under the Trust Indenture Act;
(f) to establish any form of Security, as provided in Article 2, and shall not adversely affect to provide for the issuance of any series of Securities as provided in Article 3 and to set forth the terms thereof, and/or to add to the rights of the holders Holders of the Securities of any series which are outstanding in any material respect; orseries;
(dg) to change or eliminate any of secure the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to the requirements of Section 3.1 or subsequent to such supplemental indenture except to the extent such change, elimination Section 10.10 or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; orotherwise;
(eh) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or
(h) to secure a series of Securities by conveyingSections 2.1, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or2.2 and 3.1;
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by another Person as a separate or successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article SevenSection 6.11 hereof; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(nj) to provide for the issuance of Securities denominated in a currency other than Dollars bearer form with coupons as well as fully registered form. No supplemental indenture for the purposes identified in clause (b), (c) or in a composite currency and for all matters incidental thereto; or
(of) above may be entered into if to comply with any requirements do so would adversely affect the interest of the Commission or the Trust Indenture Act Holders of 1939, as amended. Without limiting the generality Securities of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended andseries.
Appears in 1 contract
Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the The Company, when authorized by a the resolutions of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to make provision with respect to the conversion rights of Holders of Securities pursuant to the requirements of Section 5.10;
(b) to evidence the succession of another person to the Company or a successor corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained herein or otherwise established with respect pursuant to the Securities; orArticle Twelve hereof;
(bc) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders Holders of the Securities as the Board of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to such series permitting the enforcement of all or any Directors of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect Company and the Trustee shall consider to be for the protection of any such additional covenant, restriction, condition or provision such supplemental indenture may the Holders of Securities;
(d) to provide for a particular period uncertificated Securities in addition to or in place of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; orcertificated Securities;
(ce) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as which shall not be inconsistent with adversely affect the interests of the Holders of the Securities; and
(f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not adversely affect be obligated to enter into any such supplemental indenture which affects the rights Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.01 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Securities of any series which are outstanding in any material respect; or
(d) to change or eliminate at the time outstanding, notwithstanding any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or
(e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or
(h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or
(o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and11.02.
Appears in 1 contract
Supplemental Indenture Without Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the The Company, when authorized by a the resolutions of its Board Resolutionof Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to make provision with respect to the conversion rights of holders of Securities pursuant to the requirements of Section 5.10;
(b) to evidence the succession of another person to the Company or a successor corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company contained herein or otherwise established with respect pursuant to the Securities; orArticle Thirteen hereof;
(bc) to add to the covenants of the Company such further covenants, restrictions, restrictions or conditions or provisions for the protection of the holders of the Securities as the Board of all or any seriesDirectors of the Company and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions or provisions a default or an Event of Default with respect to such series permitting the 50 enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such default; or;
(cd) to provide for uncertificated Securities in addition to or in place of certificated Securities;
(e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture as which shall not be inconsistent with adversely affect the interests of the holders of the Securities; and
(f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not adversely affect be obligated to enter into any such supplemental indenture which affects the rights Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 12.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities of any series which are outstanding in any material respect; or
(d) to change or eliminate at the time outstanding, notwithstanding any of the provisions of this Indenture or to add any new provision to this Indenture; provided, however, that such change, elimination or addition shall become effective only as to Securities issued pursuant to or subsequent to such supplemental indenture except to the extent such change, elimination or addition does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; or
(e) to establish the form or terms of Securities of any series as permitted by Section 2.01; or
(f) to add any additional Events of Default with respect to all or any series of outstanding Securities; or
(g) to add guarantees with respect to debt securities or to release a guarantor from guarantees in accordance with the terms of the applicable series of Securities; or
(h) to secure a series of Securities by conveying, assigning, pledging or mortgaging property or assets to the Trustee as collateral security for such series of Securities; or
(i) to provide for uncertificated Securities in addition to or in place of certificated Securities; or
(j) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any other matters incidental thereto; or
(k) evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Article Seven; or
(l) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities shall be payable, (2) all or any series of Securities may be surrendered for registration of transfer, (3) all or any series of Securities may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities and this Indenture may be served; provided, however, that any such place shall be located in New York, New York or be the principal office of the Company; or
(m) to provide for the payment by the Company of additional amounts in respect of certain taxes imposed on certain holders and for the treatment of such additional amounts as interest and for all matters incidental thereto; or
(n) to provide for the issuance of Securities denominated in a currency other than Dollars or in a composite currency and for all matters incidental thereto; or
(o) to comply with any requirements of the Commission or the Trust Indenture Act of 1939, as amended. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and12.02.
Appears in 1 contract
Samples: Indenture (Icn Pharmaceuticals Inc)
