Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 43 contracts

Samples: Indenture (James River Group, INC), Tib Financial Corp., Indenture (Eurobancshares Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without -------- ------- the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the -------- ------- ------- Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each -------- ------- ------- outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 7 contracts

Samples: Indenture (Intervest Bancshares Corp), Indenture (First Banks Inc), Indenture (First Banks, Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; ~~provided further~~PROVIDED FURTHER, ~~however~~HOWEVER, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; ~~provided further~~PROVIDED FURTHER, ~~however~~HOWEVER, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 6 contracts

Samples: Indenture (Bancinsurance Corp), Indenture (Bankatlantic Bancorp Inc), Indenture (Tower Group, Inc.)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.1) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the Junior Subordinated Debentures at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the Company, when authorized by a Board ~~Resolution~~Resolutions, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.1 the rights of the ~~holders~~ Holders of the ~~Debentures~~Junior Subordinated Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the ~~holders~~ Holders of each Junior Subordinated Debenture then ~~outstanding and affected thereby~~ Outstanding, (i) change the ~~fixed~~ stated maturity of ~~any Debenture~~the Junior Subordinated Debentures, or reduce the principal amount ~~thereof or any premium thereon~~thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ principal amount of Junior Subordinated Debentures, the ~~holders~~ Holders of which are required to consent to any such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the Junior Subordinated Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ Capital Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each ~~outstanding~~ Outstanding Junior Subordinated Debenture is required, such supplemental indenture shall not be effective until each ~~holder~~ Holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders ~~under this Section 9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 4 contracts

Samples: Community First Bankshares Inc, Community First Bankshares Inc, Community First Bankshares Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided 37 further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 3 contracts

Samples: Indenture (North Bay Bancorp/Ca), Indenture (Uwharrie Capital Corp), Indenture (Americanwest Bancorporation)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.01) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the Junior Subordinated Debentures at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the Company, when authorized by a Board ~~Resolution~~Resolutions, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.01 the rights of the ~~holders~~ Holders of the ~~Debentures~~Junior Subordinated Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the ~~holders~~ Holders of each Junior Subordinated Debenture then ~~outstanding and affected thereby~~ Outstanding, (ia) change (except as expressly provided herein pursuant to Section 2.02) the ~~fixed~~ stated maturity of ~~any Debenture,~~ the Junior Subordinated Debentures or reduce the principal amount ~~thereof or any premium thereon,~~ thereof; or reduce the rate or extend (except as expressly provided herein pursuant to Section 4.01) the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, ; or (iib) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ principal amount of Junior Subordinated Debentures, the ~~holders~~ Holders of which are required to consent to any such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the Junior Subordinated Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ Preferred Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each ~~outstanding~~ Outstanding Junior Subordinated Debenture is required, such supplemental indenture shall not be effective until each ~~holder~~ Holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders ~~under this Section 9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 3 contracts

Samples: Blue Valley Ban Corp, Union Bankshares Capital Trust I, BVBC Capital Trust I

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.01) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the Subordinated Debentures at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the Company, when authorized by a Board ~~Resolution~~Resolutions, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.01 the rights of the ~~holders~~ Holders of the ~~Debentures~~Subordinated Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the ~~holders~~ Holders of each Subordinated Debenture then ~~outstanding and affected thereby~~ Outstanding, (ia) change (except as expressly provided herein pursuant to Section 2.02) the ~~fixed~~ stated maturity of ~~any Debenture,~~ the Subordinated Debentures or reduce the principal amount ~~thereof or any premium thereon,~~ thereof; or reduce the rate or extend (except as expressly provided herein pursuant to Section 4.01) the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, ; or (iib) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ principal amount of Subordinated Debentures, the ~~holders~~ Holders of which are required to consent to any such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the Subordinated Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ Preferred Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each ~~outstanding~~ Outstanding Subordinated Debenture is required, such supplemental indenture shall not be effective until each ~~holder~~ Holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders ~~under this Section 9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Ozark Capital Trust, Bank of the Ozarks Inc

Appears in 2 contracts

Samples: Indenture (Vineyard National Bancorp), Odyssey Re Holdings Corp

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.01) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the Junior Subordinated Debentures at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the Company, when authorized by a Board ~~Resolution~~Resolutions, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.01 the rights of the ~~holders~~ Holders of the ~~Debentures~~Junior Subordinated Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the ~~holders~~ Holders of each Junior Subordinated Debenture then ~~outstanding and affected thereby~~ Outstanding, (ia) change (except as expressly provided herein pursuant to Section 2.02) the ~~fixed~~ stated maturity of ~~any Debenture,~~ the Junior Subordinated Debentures or reduce the principal amount ~~thereof or any premium thereon,~~ thereof; or reduce the rate or extend (except as expressly provided herein pursuant to Section 4.01) the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, ; or (iib) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ principal amount of Junior Subordinated Debentures, the ~~holders~~ Holders of which are required to consent to any such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the Junior Subordinated Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ Preferred Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each ~~outstanding~~ Outstanding 42 49 Junior Subordinated Debenture is required, such supplemental indenture shall not be effective until each ~~holder~~ Holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders ~~under this Section 9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Ebh Capital Trust I, Ebh Capital Trust I

Supplemental Indentures With Consent of Securityholders. With the written consent ~~(evidenced as provided in Section 7.1)~~ of the holders of ~~not less than~~ at least a majority in aggregate principal amount of the ~~Debentures at the time outstanding~~ Securities of each series affected by such supplemental indenture ~~(voting as a class)~~or indentures at the time Outstanding, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the holders of the ~~Debentures~~Securities of such series under this Indenture; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the holders of each ~~Debenture~~ Security then ~~outstanding~~ Outstanding and affected ~~thereby~~ thereby, (ia) ~~change~~ extend the fixed maturity of any ~~Debenture~~Securities of any series, or (b) reduce the principal ~~amount thereof or any premium thereon~~amount, or reduce the rate of or extend the time of payment of ~~interest thereon~~interest, or reduce any ~~amount~~ premium payable on upon the redemption ~~thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right~~ of any ~~Securityholder to institute suit for payment thereof or impair the right~~ series of ~~repayment, if any, at the option of the holder,~~ Securities or (iib) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ Securities, the holders of which are required to consent to any ~~such supplemental indenture; provided further~~amendment, ~~however~~supplement, ~~that if the Debentures are held by a trust~~ modification or ~~a trustee of such trust, such supplemental indenture~~ waiver. It shall not be ~~effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if~~ necessary for the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution Securityholders of any ~~such~~ series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, ~~and upon~~ but it shall be sufficient if such consent shall approve the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenturesubstance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the ~~Trustee~~ Company shall transmit by mail, first class postage prepaid, a notice (or shall deliver such notice to the Trustee and direct the Trustee to so transmit such notice~~, prepared by the Company,~~ ) setting forth in general terms the substance of such supplemental indenture, to the Securityholders as of all series affected thereby .as their names and addresses appear upon the ~~Debenture~~ Security Register. Any failure of the ~~Trustee~~ Company to ~~mail~~ mail, or cause the mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Indenture (Chart Industries Inc), Indenture (Chart Industries Inc)

Supplemental Indentures With Consent of Securityholders. With ------------------------------------------------------- the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without -------- ------- the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the -------- ------- ------- Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each -------- ------- ------- outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Indenture (Alabama National Bancorporation), Indenture (Florida Banks Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Indenture (Pxre Group LTD), Pxre Group LTD

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in ~~Section 7.1~~Article IX) of ~~the~~ th e holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time outstanding ~~affected by such supplemental indenture (voting as a class)~~determined in accordance with Section 9.4, the Company, when authorized by a the resolutions of the Board ~~Resolution~~of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture shall ~~without the consent of the holders of each Debenture then outstanding and affected thereby~~ (i) ~~change~~ extend the fixed maturity of any ~~Debenture, or reduce the principal amount thereof or any premium thereon~~Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption ~~thereof~~ thereof, or impair the right of any Securityholder to institute suit for the payment thereof, or make the principal thereof or ~~any~~ interest or ~~premium~~ premium, if any, thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or ~~impair~~ modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Securityholders in any material respect, or ~~affect~~ change the ~~right~~ obligation of the Company to repurchase any ~~Securityholder~~ Security upon the occurrence of a Change in Control in a manner adverse to ~~institute suit for payment thereof~~ the holder of Securities, or impair the right ~~of repayment~~to convert the Securities into Common Stock in any material respect, ~~if any, at~~ without the ~~option~~ consent of the ~~holder~~holder of each Security so affected, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities, the holders of which are required to consent to any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder~~ holders of ~~each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust~~ all Securities ~~shall have consented to such supplemental indenture~~then outstanding. Upon the request of the ~~Company~~ Company, accompanied by a copy of the resolutions of the Board ~~Resolution~~ of Directors certified by its Secretary or an Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Securities Purchase Agreement (System Software Associates Inc), System Software (System Software Associates Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a Board Resolution, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act then in effect applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the ~~holders~~ Holders of each ~~Debenture then outstanding and affected thereby~~ Security, (i) change the ~~fixed maturity~~ Stated Maturity of any ~~Debenture~~such Security, or reduce the Interest Rate (or change the manner of calculation of the Interest Rate) or change any date on which interest thereon is payable, or reduce the principal amount thereof or any premium thereon, or ~~reduce the rate~~ change any redemption or ~~extend the time of payment of interest thereon~~repayment date or period or price, ~~or reduce any amount payable on redemption thereof~~ or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof ~~or impair the right of repayment, if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the ~~holders~~ Holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) otherwise materially and adversely affect the interests of the Holders of any such Security; ~~provided~~ provided, further~~, however~~, that if the ~~Debentures~~ Securities are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the registered holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of Trust Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each registered holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders (and holders of Trust Securities as provided in this Section 9.02) as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, to be prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Indenture (First Mercury Financial Corp), Indenture (First Mercury Financial Corp)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a Board Resolution, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act then in effect applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the ~~holders~~ Holders of each ~~Debenture then outstanding and affected thereby~~ Security, (i) change the ~~fixed maturity~~ Stated Maturity of any ~~Debenture~~such Security, or reduce the Interest Rate (or change the manner of calculation of the Interest Rate) or change any date on which interest thereon is payable, or reduce the principal amount thereof or any premium thereon, or ~~reduce the rate~~ change any redemption or ~~extend the time of payment of interest thereon~~repayment date or period or price, ~~or reduce any amount payable on redemption thereof~~ or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the ~~holders~~ Holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) otherwise materially and adversely affect the interests of the Holders of any such Security; ~~provided~~ provided, further~~, however~~, that if the ~~Debentures~~ Securities are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the registered holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of Trust Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each registered holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders (and holders of Trust Securities as provided in this Section 9.02) as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, to be prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 2 contracts

Samples: Indenture (Proassurance Corp), Indenture (Proassurance Corp)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided 37 further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; : provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Commercial Capital Bancorp Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.01) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the Junior Subordinated Debentures at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the Company, 42 when authorized by a Board ~~Resolution~~Resolutions, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.01 the rights of the ~~holders~~ Holders of the ~~Debentures~~Junior Subordinated Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the ~~holders~~ Holders of each Junior Subordinated Debenture then ~~outstanding and affected thereby~~ Outstanding, (ia) change (except as expressly provided herein pursuant to Section 2.02) the ~~fixed~~ stated maturity of ~~any Debenture,~~ the Junior Subordinated Debentures or reduce the principal amount ~~thereof or any premium thereon,~~ thereof; or reduce the rate or extend (except as expressly provided herein pursuant to Section 4.01) the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, ; or (iib) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ principal amount of Junior Subordinated Debentures, the ~~holders~~ Holders of which are required to consent to any such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the Junior Subordinated Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ Preferred Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each ~~outstanding~~ Outstanding Junior Subordinated Debenture is required, such supplemental indenture shall not be effective until each ~~holder~~ Holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders ~~under this Section 9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Subordinated Indenture (Flagstar Trust)

Appears in 1 contract

Samples: Indenture (Park Meridian Financial Corp)

Supplemental Indentures With Consent of Securityholders. With ------------------------------------------------------- the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without -------- ------- the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the -------- ------- ------- Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Florida Banks Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental ~~indenture (voting as a class)~~indenture, the ~~Company~~Company and the Guarantor, when authorized by a Board ~~Resolution~~Resolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected ~~thereby~~ thereby, (i) change the ~~fixed maturity~~ Maturity Date of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount ~~payable on~~ of Debt Securities then outstanding, or change any of the redemption ~~thereof~~ provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than ~~that provided in the Debentures~~United States Dollars, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) change any of the tams of the Guarantee set forth herein; ~~provided~~ and provided, further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or a the trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of ~~Trust~~ the outstanding Capital Securities shall have consented to such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the ~~Trust~~ outstanding Capital Securities shall have consented to such supplemental indenture. Upon the request of the Company and the Guarantor accompanied by a Board ~~Resolution~~ Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the ~~Company~~ Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the ~~Company~~Company or the Guarantor, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Kingsway Financial Services Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental ~~indenture (voting as a class)~~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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Bancinsurance Corp)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) change the fixed maturity of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the ~~Debentures~~ Debt Securities are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Home Bancshares Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (ACA Capital Holdings Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in ~~Section 7.1~~Article 6) of the ~~holders~~ Holders of not less than a majority in ~~aggregate~~ principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the ~~Company, when authorized by a Board Resolution,~~ Company and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities; ~~provided, however,~~ provided that no such supplemental indenture shall (i) change the stated maturity of the Securities; (ii) reduce the principal amount of, or any interest on, or additional amounts payable on, the Securities; (iii) change the place or currency in which the Securities are payable; or (iv) impair the right to institute suit for the enforcement of any payment on or with respect to any Security; or (v) reduce the above-stated percentage of aggregate principal amount of the Securities outstanding or reduce the quorum requirements or the percentage of votes required for entering into any supplemental indenture or for any modification to the provision relating to modification and waiver, without the consent of the ~~holders~~ Holders of ~~each Debenture~~ all Securities then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indentureOutstanding. Upon the written request of the ~~Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture~~Company, and upon the filing with the Trustee of evidence of the consent of Securityholders ~~as aforesaid~~and other documents, if any, required by Section 6.01, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this ~~Section~~Section 7.02, the Company shall, or shall direct the Trustee to, mail a notice thereof by first-class mail to the Holders of Securities at their addresses as they shall ~~transmit by mail, first class postage prepaid, a notice, prepared by~~ appear on the ~~Company~~Security Register, setting forth in general terms the substance of such supplemental indenture~~, to the Securityholders as their names and addresses appear upon the Debenture Register~~. Any failure of the ~~Trustee~~ Company or the Trustee, as the case may be, to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Hanarotelecom Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, 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 then in effect applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the ~~holders~~ Holders of each ~~Debenture then outstanding and affected thereby~~ Security, (i) change the ~~fixed maturity~~ Stated Maturity of any ~~Debenture~~such Security, or reduce the rate (or change the manner of calculation of the rate) or change any date on which interest thereon is payable, or reduce the principal amount thereof or any premium thereon, or ~~reduce the rate~~ change any redemption or ~~extend the time of payment of interest thereon~~repayment date or period or price, ~~or reduce any amount payable on redemption thereof~~ or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the ~~holders~~ Holders of which are required to consent to any such supplemental ~~indenture; provided further, however, that if~~ indenture or (iii) otherwise materially and adversely affect the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent interests of the ~~Securityholder~~ Holders of ~~each outstanding Debenture is required,~~ any such ~~supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture~~Security. Upon the request of the Company accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, to be prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (James River Group, INC)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; ~~provided~~ provide further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Usb Holding Co Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental ~~indenture (voting as a class)~~indenture, the ~~Company~~Company and the Guarantor, when authorized by a Board ~~Resolution~~Resolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected ~~thereby~~ thereby, (i) change the ~~fixed maturity~~ Maturity Date of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount ~~payable on~~ of Debt Securities then outstanding, or change any of the redemption ~~thereof~~ provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than ~~that provided in the Debentures~~United States Dollars, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) change any of the terms of the Guarantee set forth herein; ~~provided~~ and provided, further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or a the trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of ~~Trust~~ the outstanding Capital Securities shall have consented to such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the ~~Trust~~ outstanding Capital Securities shall have consented to such supplemental indenture. Upon the request of the Company and the Guarantor accompanied by a Board ~~Resolution~~ Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the ~~Company~~ Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the ~~Company~~Company or the Guarantor, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (American Safety Insurance Group LTD)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, ~~first~~ fast class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Commercial Capital Bancorp Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of outstanding Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (CastlePoint Holdings, Ltd.)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, 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 then in effect applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the ~~holders~~ Holders of each ~~Debenture then outstanding and affected thereby~~ Security, (i) change the ~~fixed maturity~~ Stated Maturity of any ~~Debenture~~such Security, or reduce the rate (or change the manner of calculation of the rate) or change any date on which interest thereon is payable, or reduce the principal amount thereof or any premium thereon, or ~~reduce the rate~~ change any redemption or ~~extend the time of payment of interest thereon~~repayment date or period or price, ~~or reduce any amount payable on redemption thereof~~ or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the ~~holders~~ Holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) otherwise materially and adversely affect the interests of the Holders of any such Security; ~~provided~~ provided, further~~, however~~, that if the ~~Debentures~~ Securities are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the registered holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of Trust Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each registered holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders (and holders of Trust Securities as provided in this Section 9.02) as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, to be prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (James River Group, INC)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time outstanding of all series affected by such supplemental indenture (voting as a class), the ~~Company, when authorized by a Board Resolution,~~ Company 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 then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities of each series so affected; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ security then outstanding and affected thereby (i) ~~change~~ extend the fixed maturity of any ~~Debenture, or reduce the principal amount thereof or~~ Security of any ~~premium thereon~~series, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any Securityholder to institute suit for payment thereof or ~~impair~~ the right of repayment, if any, at the option of the holder, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the holders of which are required to consent to any such supplemental indenture~~; provided~~ , without the consent of the holders of each Security then affected provided, further~~, however~~, that if the ~~Debentures~~ Securities of such series are held by a ~~trust~~ NB Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable NB Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture or the Securityholders of any other series. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its ~~discretion~~discre tion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the ~~Debenture Register~~Security register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Nb Capital Trust I)

Supplemental Indentures With Consent of Securityholders. ~~With~~ Except as set forth below, with the written consent of (~~evidenced as provided in Section 7.1~~a) of the holders of not less than ~~a majority~~ 66-2/3%, in ~~aggregate principal amount~~ Aggregate Outstanding Amount (excluding any Collateral Manager Securities) of the ~~Debentures at~~ Notes of each Class and the ~~time outstanding~~ Certificateholder if materially and adversely affected thereby by ~~such supplemental indenture~~ Act of said Securityholders delivered to the Trustee and the Issuer, and (~~voting as a class)~~b) the consent of each Hedge Counterparty that is materially and adversely affected thereby, the ~~Company~~Trustee, ~~when authorized by a Board Resolution,~~ the Issuer and the ~~Trustee~~ Collateral Manager may ~~from time to time and at any time~~ enter into ~~an indenture~~ one or more indentures supplemental hereto ~~for the purpose of adding~~ to add any provisions to to, or ~~changing~~ change in any manner or ~~eliminating~~ eliminate any of the provisions of of, this Indenture or ~~of any supplemental indenture or of modifying~~ modify in any manner the rights of the ~~holders~~ Noteholders of such Class or the Certificateholder, as the case may be, under this Indenture. Unless notified by Holders of a Majority (excluding any Notes owned by the Collateral Manager or any of its Affiliates, or by any accounts managed by them) of the ~~Debentures; provided~~Notes of any Class that such Class of Notes will be materially and adversely affected, ~~however~~the Trustee may, ~~that no~~ based on an Officer’s Certificate from the Collateral Manager or a written Opinion of Counsel, determine whether or not such ~~supplemental indenture shall without~~ Class of Notes would be materially and adversely affected by such change (after giving 15 Business Days’ notice of such change to the ~~consent~~ Holders of such Class of Notes, Certificateholder and each Hedge Counterparty). The Trustee may, in reliance on an Officer’s Certificate from the Collateral Manager or on a written Opinion of Counsel provided by and at the expense of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any party requesting such supplemental indenture, determine whether or not the Noteholders and ~~upon~~ the ~~filing with~~ Certificateholder would be adversely affected by such change (after giving notice of such change to the ~~Trustee~~ Certificateholder). Such determinations shall be conclusive and binding on all present and future Noteholders and the Certificateholder. The consent of ~~evidence of~~ the Noteholders and the Certificateholder shall be binding on all present and future Noteholders and Certificateholders. Without the consent of ~~Securityholders as aforesaid,~~ (x) each Hedge Counterparty (if any) (to the ~~Trustee shall join with the Company~~ extent set forth in the ~~execution~~ related Hedge Agreement) and (y) all of the Holders of each Class of Notes adversely affected thereby and in each such case subject to satisfaction of the Rating Agency Condition, no supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.may:

Appears in 1 contract

Samples: Capitalsource Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) change the fixed maturity of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; ~~provided further~~PROVIDED FURTHER, ~~however~~HOWEVER, that if the ~~Debentures~~ Debt Securities are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; ~~provided further~~PROVIDED FURTHER, ~~however~~HOWEVER, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (First Community Bancorp /Ca/)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a the resolutions of its Board ~~Resolution~~of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture shall ~~without the consent of the holders of each Debenture then outstanding and affected thereby~~ (i) ~~change~~ extend the fixed maturity of any ~~Debenture, or reduce the principal amount thereof or any premium thereon~~Securities, or reduce the rate or extend the time of payment of interest thereon, or reduce ~~any~~ the principal amount ~~payable on redemption~~ thereof or ~~make the principal thereof or any interest or~~ premium ~~thereon payable in any coin or currency other than that provided in the Debentures~~thereon, or ~~impair or affect~~ modify the ~~right~~ provisions of ~~any Securityholder~~ this Indenture with respect to ~~institute suit for payment thereof~~ the subordination of the Securities, or impair the right ~~of repayment, if any, at~~ to convert the ~~option of the holder~~Securities so affected, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities, the holders of which are required to consent to any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder~~ holders of the ~~Trust~~ affected Securities ~~shall have consented to such supplemental indenture~~then outstanding. Upon the request of the ~~Company~~ Company, accompanied by a copy of the resolutions of its Board ~~Resolution~~ of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental ~~indenture,~~ indenture and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Icn Pharmaceuticals Inc)

Supplemental Indentures With Consent of Securityholders. With the consent ~~(evidenced as provided in Section 7.1)~~ of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the ~~Company, when authorized by a~~ Board ~~Resolution, and~~ of Directors of the ~~Trustee~~ Corporation may from time to time and at any time ~~enter into an~~ adopt a supplemental indenture or indentures ~~supplemental hereto~~ for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities so affected; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) ~~change~~ extend the fixed maturity of any ~~Debenture, or reduce the principal amount thereof or any premium thereon,~~ Debt Security or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or ~~impair~~ the right of repayment, if any, at the option of the holder, without the consent of the holder of each Debt Security so affected, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debt Security then affected; ~~provided~~ provided, further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust or a trustee of such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ liquidation amount of Trust Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ holder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture ~~shall~~ will not be effective until each holder of the Trust Securities of the Trust shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Republic Bancorp Inc /Ky/)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided Community Bancorp/Indenture/Floating Rate further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Community Bancorp

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in ~~Section 7.1~~Article Six) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the ~~Company~~Issuers, when authorized by a ~~Board Resolution~~resolution of their respective Boards of Directors, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities; ~~provided, however,~~ provided that no such supplemental indenture shall ~~without~~ (a) extend the ~~consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed~~ final maturity of any ~~Debenture~~Security, or reduce the principal amount ~~thereof or any premium thereon~~thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce the premium, if any, payable thereon, or reduce any amount payable on redemption ~~thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures~~thereof, or impair or affect the right of any ~~Securityholder~~ securityholder to institute suit for the payment ~~thereof~~ thereof, or ~~impair~~ waive a default in the ~~right~~ payment of ~~repayment~~principal of, premium, if any, at or interest on any Security, change the ~~option~~ currency of payment of principal of, premium, if any, or interest on any Security, or modify any provision of this Indenture with respect to the priority of the ~~holder~~Securities in right of payment without the consent of the holder of each Security so affected, or (iib) reduce the aforesaid percentage of ~~Debentures~~ Securities, the consent of the holders of which ~~are~~ is required ~~to consent to~~ for any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder~~ holders of ~~each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust~~ all Securities ~~shall have consented to such supplemental indenture~~then outstanding. Upon the request of the ~~Company~~ Issuers, accompanied by a ~~Board Resolution~~ copy of a resolution of their respective Boards of Directors certified by their respective Secretaries or Assistant Secretaries authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of ~~Securityholders as aforesaid~~securityholders and other documents, if any, required by Section 6.1, the Trustee shall join with the ~~Company~~ Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the ~~Company~~ Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the ~~Trustee~~ Issuers shall ~~transmit~~ mail a notice thereof by ~~mail, first~~ first-class ~~postage prepaid, a notice, prepared by~~ mail to the ~~Company~~holders of Securities at their addresses as they shall appear on the registry books of the Issuers, setting forth in general terms the substance of such supplemental indenture~~, to the Securityholders as their names and addresses appear upon the Debenture Register~~. Any failure of the ~~Trustee~~ Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Advantica Restaurant Group Inc)

Supplemental Indentures With Consent of Securityholders. With ------------------------------------------------------- the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without ----------------- the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the --------------------------- Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each --------------------------- outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Intervest Bancshares Corp)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided -------- 38 further, however, that if the Debentures are held by a trust or a trustee of ------- ------- such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Parke Bancorp, Inc.)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~8.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities of any series at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a resolution of its Board ~~Resolution~~of 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 of 1939 as it shall be in force at the date of execution of such indenture or indentures) for the ~~purpose~~ purpose, with respect to Securities of such series, of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities of such series; provided, however, that no such supplemental indenture shall ~~without the consent of the holders of each Debenture then outstanding and affected thereby~~ (i) ~~change~~ extend the fixed ~~maturity~~ maturity, or the earlier optional date of maturity, if any, of any ~~Debenture~~Security, or reduce the principal amount thereof or ~~any~~ the premium thereon, if any, or reduce the rate or extend the time of payment of interest thereon, or ~~reduce any amount payable on redemption thereof or~~ make the principal thereof or ~~any~~ premium, if any, or interest ~~or premium~~ thereon payable in any coin or currency other than that provided in such Security without the ~~Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option~~ consent of the ~~holder~~holder of each Security so affected, or (ii) reduce the ~~aforesaid percentage~~ principal amount of ~~Debentures~~ Securities of any series, the holders of which are required to consent to any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder~~ holders of ~~each outstanding Debenture is required,~~ all Securities of such ~~supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture~~series then outstanding. Upon the request of the ~~Company~~ Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its ~~discretion,~~ discretion but shall not be obligated ~~to,~~ to enter into such supplemental indenture. ~~Promptly after the execution by the Company and the Trustee~~ A supplemental indenture which changes or eliminates any provision of this Indenture or of any ~~supplemental indenture pursuant to~~ series of Securities which has expressly been included solely for the ~~provisions~~ benefit of ~~this Section~~one or more particular series of Securities, or which modifies the ~~Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance~~ rights of holders of Securities of such ~~supplemental indenture~~series with respect to such provision, shall be deemed not to affect the ~~Securityholders as their names and addresses appear upon the Debenture Register. Any failure~~ rights under this Indenture of the ~~Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity~~ holders of Securities of any ~~such supplemental indenture~~other series. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture under this Section, the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the holders of Securities at their last addresses as they shall appear on the Security Register. Any failure of the Company to mail such notice, or - 40 - any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Consolidated Edison Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in ~~Section 7.1~~Article 6) of the holders of not less than a the majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the ~~Company~~Issuer, when authorized by a resolution of its Board ~~Resolution~~of Directors, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities; provided~~, however~~, that no such supplemental indenture shall ~~without~~ (a) extend the ~~consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed~~ final maturity of any ~~Debenture~~Securities, or reduce the principal amount ~~thereof or any premium thereon~~thereof, or ~~reduce~~ amend the manner of calculating the rate or extend the time of payment of interest thereon~~, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures~~, or impair or affect the right of any Securityholder to institute suit for the payment thereof ~~or impair~~ without the ~~right of repayment, if any, at the option~~ consent of the ~~holder~~holder of each Security so affected, or (iib) reduce the aforesaid percentage of ~~Debentures~~ Securities, the consent of the holders of which ~~are~~ is required ~~to consent to~~ for any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder~~ holders of ~~each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust~~ all Securities ~~shall have consented to such supplemental indenture~~then outstanding. Upon the request of the ~~Company~~ Issuer, accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by an Authorized Director of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders ~~as aforesaid~~and other documents, if any, required by Section 6.01 the Trustee shall join with the ~~Company~~ Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the ~~Company~~ Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the ~~Trustee~~ Issuer shall ~~transmit~~ mail a notice thereof by ~~mail, first~~ first-class ~~postage prepaid, a notice, prepared by~~ mail to the ~~Company~~holders of Securities at their addresses as they shall appear on the Register, setting forth in general terms the substance of such supplemental indenture~~, to the Securityholders as their names and addresses appear upon the Debenture Register~~. Any failure of the ~~Trustee~~ Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Eco Telecom LTD

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), the ~~Company~~Company and the Guarantor, 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee and the Guarantor shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the ~~Company~~ Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (MortgageIT Holdings, Inc.)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a Board Resolution, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act then in effect applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Securities; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the ~~holders~~ Holders of each ~~Debenture then outstanding and affected thereby~~ Security, (i) change the ~~fixed maturity~~ Stated Maturity of any ~~Debenture~~such Security, or reduce the Interest Rate (or change the manner of calculation of the Interest Rate) or change any date on which interest thereon is payable, or reduce the principal amount thereof or any premium thereon, or ~~reduce the rate~~ change any redemption or ~~extend the time of payment of interest thereon~~repayment date or period or price, ~~or reduce any amount payable on redemption thereof~~ or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the ~~holders~~ Holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) otherwise materially and adversely affect the interests of the Holders of any such Security; ~~provided~~ provided, further~~, however~~, that if the ~~Debentures~~ Securities are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the registered holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of Trust Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each registered holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by the Secretary or Assistant Secretary of the Company’s general partner authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders (and holders of Trust Securities as provided in this Section 9.02) as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, to be prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: State National Companies, Inc.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or or-eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the ~~rights~~ rights. of the holders of the ~~Debentures~~Debt Securities; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) change the fixed maturity of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the ~~Debentures~~ Debt Securities are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, ; but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Tib Financial Corp.

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), 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, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; provided, however, that no such supplemental indenture shall without ~~the~~ such consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) ~~change~~ extend the fixed maturity of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; ~~provided~~ and provided, further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ liquidation preference of the Trust Securities shall have consented to such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Employment Agreement (Columbia Bancorp \Or\)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in ~~Section 7.1~~Article 6) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a resolution of its Board ~~Resolution~~of Directors, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities; provided~~, however~~, that no such supplemental indenture shall ~~without~~ (a) extend the ~~consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity~~ Stated Maturity of any ~~Debenture~~Security, or reduce the principal amount ~~thereof or any premium thereon~~thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or ~~make~~ upon the ~~principal thereof~~ occurrence of an Event of Default, or ~~any interest~~ reduce the Change in Control Purchase Price or ~~premium thereon payable in any coin or currency other than that provided in~~ the ~~Debentures~~Asset Sale Offer Price, or impair or affect the right of any Securityholder to institute suit for the payment thereof ~~or impair~~ without the ~~right of repayment, if any, at the option~~ consent of the ~~holder~~holder of each Security so affected, or (iib) reduce the aforesaid percentage of ~~Debentures~~ Securities, the ~~holders~~ consent of the Holders of which ~~are~~ is required ~~to consent to~~ for any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder~~ holders of ~~each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust~~ all Securities ~~shall have consented to such supplemental indenture~~then outstanding. Upon the request of the ~~Company~~ Company, accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders ~~as aforesaid~~and other documents, if any, required by Section 6.01 the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the ~~Trustee~~ Company shall ~~transmit~~ mail a notice thereof by first-class mail, ~~first class~~ postage prepaid, ~~a notice, prepared by~~ to the holders of Securities at their addresses as they shall appear on the registry books of the Company, setting forth in general terms the substance of such supplemental indenture~~, to the Securityholders as their names and addresses appear upon the Debenture Register~~. Any failure of the ~~Trustee~~ Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Benton Oil & Gas Co

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time outstanding of all series affected by such supplemental indenture (voting as a class), the ~~Company, when authorized by a Board Resolution,~~ Company 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 then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities of each series so affected; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ security then outstanding and affected thereby (i) ~~change~~ extend the fixed maturity of any ~~Debenture, or reduce the principal amount thereof or~~ Security of any ~~premium thereon~~series, or reduce the rate or extend the time of payment of interest ~~thereon~~there on, or reduce the principal amount thereof or any premium there on, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securi ties, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an accelera tion of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any Securityholder to institute suit for payment thereof or ~~impair~~ the right of repayment, if any, at the option of the holder, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid ~~percentage~~ percent age of ~~Debentures~~ Securities the holders of which are required to consent to any such supplemental indenture~~; provided~~ , without the consent of the holders of each Security then affected provided, further~~, however~~, that if the ~~Debentures~~ Securities of such series are held by a ~~trust~~ NB Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable NB Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture or the Securityholders of any other series. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this ~~Indenture~~ Inden ture or otherwise, in which case the Trustee may in its ~~discretion~~discre tion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the ~~Debenture Register~~Security register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Nb Capital Trust I)

Appears in 1 contract

Samples: Indenture (Southwest Community Bancorp)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided 39 further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Rurban Financial Corp

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. <PAGE> Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Southern Heritage Bancorp Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental ~~indenture (voting as a class)~~indenture, the ~~Company~~Company and the Guarantor, when authorized by a Board ~~Resolution~~Resolutions, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures;~~ Debt Securities., provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected ~~thereby~~ thereby, (i) change the ~~fixed maturity~~ Maturity Date of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount ~~payable on~~ of Debt Securities then outstanding, or change any of the redemption ~~thereof~~ provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than ~~that provided in the Debentures~~United States Dollars, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental ~~indenture~~indenture or (iii) change any of the terms of the Guarantee set forth herein; ~~provided~~ and provided, further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or a the trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ aggregate liquidation amount of ~~Trust~~ the outstanding Capital Securities shall have consented to such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the ~~Trust~~ outstanding Capital Securities shall have consented to such supplemental indenture. Upon the request of the Company and the Guarantor accompanied by a Board ~~Resolution~~ Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the ~~Company~~ Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the ~~Company~~Company or the Guarantor, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Kingsway Financial Services Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Center Bancorp, Inc./Indenture/Floating Rate Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Center Bancorp Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of ------- ------- such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of -------- ------- ------- the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (New South Bancshares Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without -------- ------- the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures -------- ------- ------- are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided -------- further, however, that if the consent of the Securityholder of each outstanding ------- ------- Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Prosperity Bancshares Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without -------- ------- the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the -------- ------- ------- Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each -------- ------- ------- outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. SECTION 9.3.

Appears in 1 contract

Samples: Indenture (Intervest Bancshares Corp)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the ~~holders~~ Holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Surplus Notes at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any ~~time~~ time, subject to applicable regulatory compliance, including obtaining any required approvals or consents of the Applicable Regulatory Authority, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act then in effect applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Surplus Notes; provided, however, that no such supplemental indenture ~~shall~~ shall, without the consent of the ~~holders~~ Holders of each ~~Debenture then outstanding and affected thereby~~ Surplus Note, (i) change the ~~fixed maturity~~ Stated Maturity of any ~~Debenture~~such Surplus Note, or reduce the rate (or change the manner of calculation of the rate) or change any date on which interest thereon is payable, or reduce the principal amount thereof or any premium thereon, or ~~reduce the rate~~ change any redemption or ~~extend the time of payment of interest thereon~~repayment date or period or price, ~~or reduce any amount payable on redemption thereof~~ or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Surplus Notes, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment~~thereof, ~~if any, at the option of the holder, or~~ (ii) reduce the aforesaid percentage of ~~Debentures~~ Surplus Notes the ~~holders~~ Holders of which are required to consent to any such supplemental ~~indenture; provided further, however, that if~~ indenture or (iii) otherwise materially and adversely affect the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent interests of the ~~Securityholder~~ Holders of ~~each outstanding Debenture is required,~~ any such ~~supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture~~Surplus Note. Upon the request of the Company accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, to be prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Surplus Note Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Pma Capital Corp

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), the ~~Company~~Bank, 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the ~~Company~~ Bank accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the ~~Company~~ Bank in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the ~~Company~~ Bank and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the ~~Company~~Bank, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Union National Financial Corp / Pa

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders of the Debentures~~Securityholders; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) change the ~~fixed maturity~~ Maturity Date of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate (or manner of calculation of the rate) or extend the time of payment of interest thereon, or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount ~~payable on~~ of Debt Securities then outstanding, or change any of the redemption ~~thereof~~ provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than ~~that provided in the Debentures~~United States Dollars, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the ~~holder~~Securityholder, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; and provided further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of ~~Trust~~ the outstanding Capital Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the ~~Trust~~ outstanding Capital Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders (and holders of Capital Securities, if required) as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's ’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by first-class mail, ~~first class~~ postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Flagstar Bancorp Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental indenture (voting as a class), 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, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected thereby (i) ~~change~~ extend the fixed maturity of any ~~Debenture~~Debt Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Debt Securities, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; ~~provided~~ and provided, further~~, however~~, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ liquidation preference of Trust Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture 44 52 affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders thereby as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Community Bancshares Inc /De/)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in ~~Section 7.1~~Article Six) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time outstanding of all series affected by such supplemental indenture (voting as a one class), the ~~Company~~Issuer, when authorized by a resolution of its Board ~~Resolution~~of Directors, and the Trustee ~~may~~ may, from time to time and at any ~~time~~ time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the ~~holders~~ Holders of the ~~Debentures~~Securities of each such series; provided~~, however~~, that no such supplemental indenture shall ~~without~~ (a) extend the ~~consent of the holders of each Debenture then outstanding and affected thereby (i) change the fixed~~ final maturity of any ~~Debenture~~Security, or reduce the principal amount ~~thereof or any premium thereon~~thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or ~~make~~ reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or ~~any interest or premium thereon payable~~ the amount thereof provable in ~~any coin or currency other than that provided in the Debentures~~bankruptcy pursuant to Section 4.2, or impair or affect the right of any Securityholder to institute suit for the payment thereof ~~or impair~~ or, if the Securities provide therefor, any right of ~~repayment, if any,~~ repayment at the option of the ~~holder~~Securityholder without the consent of the Holder of each Security so affected, or (iib) reduce the aforesaid percentage of ~~Debentures~~ Securities of any series, the ~~holders~~ consent of the Holders of which ~~are~~ is required ~~to consent to~~ for any such supplemental indenture~~; provided further~~, however, that if the Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if without the consent of the ~~Securityholder~~ Holders of each ~~outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture~~Security so affected. Upon the request of the ~~Company~~ Issuer, accompanied by a copy of a resolution of the Board ~~Resolution~~ of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as ~~aforesaid~~aforesaid and other documents, if any, required by Section 6.1, the Trustee shall join with the ~~Company~~ Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this ~~Indenture~~ Indenture, or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the ~~Company~~ Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the ~~Trustee~~ Issuer shall ~~transmit~~ mail a notice thereof by ~~mail,~~ first class ~~postage prepaid, a notice, prepared by~~ mail to the ~~Company~~Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books of the Issuer, setting forth in general terms the substance of such supplemental indenture~~, to the Securityholders as their names and addresses appear upon the Debenture Register~~. Any failure of the ~~Trustee~~ Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Satisfaction And (Tyco International LTD /Ber/)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~10.1) of the ~~holders~~ Holders of not less than a majority in aggregate principal amount of the Junior Subordinated Debentures at the time ~~outstanding affected by such supplemental indenture (voting as a class)~~Outstanding, the Company, when authorized by a Board ~~Resolution~~Resolutions, 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) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 11.1 the rights of the ~~holders~~ Holders of the ~~Debentures~~Junior Subordinated Debentures under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the ~~holders~~ Holders of each Junior Subordinated Debenture then ~~outstanding and affected thereby~~ Outstanding, (i) change the ~~fixed~~ stated maturity of ~~any Debenture~~the Junior Subordinated Debentures, or reduce the principal amount ~~thereof or any premium thereon~~thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the ~~aforesaid~~ percentage of ~~Debentures~~ principal amount of Junior Subordinated Debentures, the ~~holders~~ Holders of which are required to consent to any such supplemental indenture; ~~provided~~ provided, further~~, however~~, that if the Junior Subordinated Debentures are held by ~~a trust~~ the Trust or a trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ Preferred Securities shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each ~~outstanding~~ Outstanding Junior Subordinated Debenture is required, such supplemental indenture shall not be effective until each ~~holder~~ Holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders ~~under this Section 9.2~~ to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: United Community Bancshares Inc

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding affected by such supplemental indenture (voting as a class), 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, -------- however, that no such supplemental indenture shall without the consent of the ------- holders of each Debenture then outstanding and affected thereby (i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental indenture; provided further, however, that if the -------- ------- ------- Debentures are held by a trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall have consented to such supplemental indenture; provided further, however, that if the consent of the Securityholder of each -------- ------- ------- outstanding Debenture is required, such supplemental indenture shall not be effective until each holder of the Trust Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Community Capital Bancshares Inc)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of not less than a majority in aggregate principal amount of the ~~Debentures~~ Securities at the time outstanding of all series affected by such supplemental indenture (voting as a class), the ~~Company, when authorized by a Board Resolution,~~ Company 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 then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Securities of each series so affected; provided, however, that no such supplemental indenture shall without the consent of the holders of each ~~Debenture~~ security then outstanding and affected thereby (i) ~~change~~ extend the fixed maturity of any ~~Debenture, or reduce the principal amount thereof or~~ Security of any ~~premium thereon~~series, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in the ~~Debentures~~Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any Securityholder to institute suit for payment thereof or ~~impair~~ the right of repayment, if any, at the option of the holder, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Securities the holders of which are required to consent to any such supplemental indenture~~; provided~~ , without the consent of the holders of each Security then affected provided, further~~, however~~, that if the ~~Debentures~~ Securities of such series are held by a ~~trust~~ Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in ~~Liquidation Amount~~ liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, ~~however,~~ that if the consent of the ~~Securityholder~~ Holder of each outstanding ~~Debenture~~ Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture or the Securityholders of any other series. Upon the request of the Company accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 9 is authorized or permitted by, and conforms to, the terms of this Article 9 and that it is proper for the Trustee under the provisions of this Article 9 to join in the execution thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the ~~Debenture Register~~Security register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Bank of America Corp /De/)

Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Section ~~7.1~~7.01) of the holders of ~~not less than~~ a majority in aggregate principal amount of the ~~Debentures~~ Debt Securities at the time outstanding affected by such supplemental ~~indenture (voting as a class)~~indenture, the Company, when authorized by a Board Resolution, and the Indenture 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, then in effect, applicable to indentures qualified thereunder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the ~~Debentures~~Debt Securities; ~~provided~~PROVIDED, ~~however~~HOWEVER, that no such supplemental indenture ~~shall~~ shall, without the consent of the holders of each ~~Debenture~~ Debt Security then outstanding and affected ~~thereby~~ thereby, (i) change the ~~fixed maturity~~ Maturity Date of any ~~Debenture~~Debt Security, or reduce the principal ~~amount thereof~~ of or any premium ~~thereon~~on, or reduce the rate or extend the time of payment of interest ~~thereon~~thereon (except pursuant to Section 2.08), or reduce (other than as a result of the maturity or earlier redemption of any such Debt Security in accordance with the terms of this Indenture and such Debt Security) or increase the aggregate principal amount ~~payable on~~ of Debt Securities then outstanding, or change any of the redemption ~~thereof~~ provisions, or make the principal thereof or any interest or premium thereon payable in any coin or currency other than ~~that provided in the Debentures~~United States Dollars, or impair or affect the right of any Securityholder to institute suit for payment ~~thereof or impair the right of repayment, if any, at the option of the holder~~thereof, or (ii) reduce the aforesaid percentage of ~~Debentures~~ Debt Securities the holders of which are required to consent to any such supplemental indenture; ~~provided further~~and PROVIDED, ~~however~~FURTHER, that if the ~~Debentures~~ Debt Securities are held by ~~a trust~~ the Trust or ~~a trustee~~ the Indenture Trustee of ~~such trust~~the Trust, such supplemental indenture shall not be effective until the holders of a majority in aggregate Liquidation Amount of ~~Trust~~ the outstanding Capital Securities shall have consented to such supplemental indenture; ~~provided further~~PROVIDED, ~~however~~FURTHER, that if the consent of the Securityholder of each outstanding ~~Debenture~~ Debt Security is required, such supplemental indenture shall not be effective until each holder of the ~~Trust~~ outstanding Capital Securities shall have consented to such supplemental indenture. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Indenture Trustee of evidence of the consent of Securityholders (and holders of Capital Securities, if required) as aforesaid, the Indenture Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this ~~Section~~Section 9.02, the Indenture Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders as their names and addresses appear upon the ~~Debenture~~ Debt Security Register. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section ~~9.2~~ 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Appears in 1 contract

Samples: Indenture (Dime Community Bancshares Inc)

Common use of Supplemental Indentures With Consent of Securityholders Clause in Contracts