Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes: (1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or (2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or (3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or (6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or (10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or (11) to make any change that does not adversely affect the rights of any Holder.
Appears in 18 contracts
Samples: Indenture (Enterprise Financial Services Corp), Indenture (Enterprise Financial Services Corp), Indenture (Authentidate Holding Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder.
Appears in 18 contracts
Samples: Indenture (BofI Holding, Inc.), Indenture (BofI Holding, Inc.), Indenture (Umb Financial Corp)
Supplemental Indentures Without Consent of Holders. Without the written consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more indentures supplemental hereto for to undertake clarifications and certain other changes that would not adversely affect Holders in any of the following purposesmaterial respect, including changes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Article 8; orSecurities;
(2) to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or;
(3) to add make the occurrence, or the occurrence and continuance, of a default in any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events covenants, restrictions, conditions or provisions pursuant to Section 9.1(2) an Event of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orDefault;
(4) to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate effect the issuance qualification of Securities in bearer form, registrable or not registrable as to principalthe indenture under the Trust Indenture Act, and with or without interest couponsto add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, or excluding however, the provisions referred to permit or facilitate in Section 316(a)(2) of the issuance of Securities in global form or uncertificated form; orTrust Indenture Act;
(5) to add tocure any ambiguity, change to correct or eliminate supplement any of the provisions of this Indenture provision herein or in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, which may be defective or (ii) modify the rights of inconsistent with any Holder of other provisions herein or in any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; orsupplemental indenture;
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or;
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b);
(8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 8 contracts
Samples: Indenture (Exela Technologies, Inc.), Indenture (Exela Technologies, Inc.), Indenture (B. Riley Financial, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder; or
(12) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect as determined in good faith by the Board of Directors of the Company; or
(13) make such other provisions in regards to matters or questions arising under the Indenture or any supplemental indenture hereto as the Board of Directors may deem necessary or desirable, and which does not in each case adversely affect the interest of the Holders of Securities of any series as determined in good faith by the Board of Directors of the Company; or
(14) comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.
Appears in 6 contracts
Samples: Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc), Indenture (Fat Brands, Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company under this Indenture and the Securities and the assumption by any such successor Person of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; orhereunder;
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of such Securities (and if such additional Events or to surrender any right or power conferred by this Indenture upon the Company or to make any change that does not adversely affect the legal rights hereunder of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orany Holder in any material respect;
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(53) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security become effective only after there are no such Securities of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, provision outstanding;
(4) to establish the forms or (ii) modify terms of the rights Securities of any Holder of series issued hereunder;
(5) to cure any Outstanding Security with respect to such provision, ambiguity or (B) shall become effective when there is no Security then Outstanding; orcorrect any defect or inconsistency in this Indenture;
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and of Securities or otherwise;
(7) to add to or change any of the provisions of qualify this Indenture as shall be necessary under the Trust Indenture Act;
(8) to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant uncertificated securities in addition to the requirements of Section 6.11; orcertificated securities;
(9) to correct or supplement any provision herein which may be defective provisions of this Indenture necessary to permit or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities facilitate the defeasance and discharge of any series were offeredof Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; orand
(10) to make any other provisions comply with respect to matters the rules or questions arising under this Indenture, provided such action shall not adversely affect the rights regulations of any Holder securities exchange or automated quotation system on which any of the Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holdermay be listed or traded.
Appears in 6 contracts
Samples: Indenture (Financial Institutions Inc), Indenture (Financial Institutions Inc), Indenture (Investar Holding Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Corporation, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to To evidence the succession of another Person to the CompanyCorporation, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company Corporation herein and in the Securities in compliance with Article 8; or
(2) to To add to the covenants of the Company Corporation for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Corporation or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to To add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to To add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to To add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to To add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to To establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to To evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11 ; or
(9) to To correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to To make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to To make any change that does not adversely affect the rights of any Holder.
Appears in 4 contracts
Samples: Indenture (FNB Corp/Pa/), Indenture (FNB Corp/Fl/), Indenture (FNB Corp/Fl/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuer and each Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, Issuer or successive successions, any Guarantor and the assumption by any such successor of the covenants and obligations of the Company Issuer or any Guarantor herein and in the Securities in compliance with (pursuant to Article 8Nine, if applicable); or
(2) to add to the covenants of the Company Issuer or any Guarantor for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture Issuer or any supplemental indenture under the Trust Indenture ActGuarantor; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of applicable to less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of to be applicable to such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate provide for uncertificated Securities (so long as any "registration-required obligation" within the issuance meaning of Securities section 163(f)(2) of the Internal Revenue Code of 1986, as amended, is in global registered form or uncertificated formfor purposes of such section); or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.117.11(b); or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure eliminate any ambiguity conflict between the terms hereof and the Trust Indenture Act or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions provision with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 4 contracts
Samples: Indenture (Willis North America Inc), Indenture (Ta Iii LTD), Indenture (Willis North America Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, Company or successive successions, any Subsidiary Guarantor and the assumption by any such successor of the covenants and obligations of the Company or any Subsidiary Guarantor herein and in the Securities in compliance with Article 8or Subsidiary Guarantees, as the case may be; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of secure the Securities of one or additional obligors on the Securitiesmore series; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; or
(11) to make add new Subsidiary Guarantors with respect to any change that does not adversely affect or all of the rights Securities.
(12) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain the qualification of this Indenture under the Trust Indenture Act, or under any similar Federal statute hereafter enacted. Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any Holdersuch supplemental indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 9.03, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture.
Appears in 4 contracts
Samples: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Services LLC), Indenture (Hornbeck Offshore Services LLC)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, Company or successive successions, any Subsidiary Guarantor and the assumption by any such successor of the covenants and obligations of the Company or any Subsidiary Guarantor herein and in the Securities in compliance with Article 8or Subsidiary Guarantees, as the case may be; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of secure the Securities of one or additional obligors on the Securitiesmore series; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; or
(11) to make add new Subsidiary Guarantors with respect to any change that does not adversely affect or all of the rights Securities.
(12) modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect or maintain the qualification of this Indenture under the Trust Indenture Act, or under any similar Federal statute hereafter enacted. Upon request of the Company, accompanied by a Board Resolution authorizing the execution of any Holdersuch supplemental indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 9.03, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture.
Appears in 4 contracts
Samples: Indenture (Hornbeck Offshore Trinidad & Tobago, LLC), Indenture (Hornbeck Offshore Services LLC), Indenture (Hornbeck Offshore Services LLC)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Bearer Securities in bearer form(including, registrable or not without limitation, to provide that Bearer Securities may be registrable as to principal, and with or without interest coupons, principal only) or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change amend or eliminate supplement any of the provisions of this Indenture provision contained herein or in respect of any supplemental indenture (which amendment or supplement may apply to one or more series of SecuritiesSecurities or to one or more Securities within any series as specified in such supplemental indenture), provided that any such addition, change amendment or elimination (A) shall neither (i) supplement does not apply to any Outstanding Security of any series created issued prior to the execution date of such supplemental indenture and entitled to the benefit benefits of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) if allowed without penalty under applicable laws and regulations, to permit payment in the United States of principal, premium, if any, or interest, if any, on Bearer Securities or coupons, if any; or
(10) to cure any ambiguity or correct any mistake or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity herein or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect to comply with the rights Trust Indenture Act of 1939 or any Holderamendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereof.
Appears in 4 contracts
Samples: Indenture (Fidelity National Title Group, Inc.), Indenture (Fidelity National Title Group, Inc.), Indenture (Fidelity National Title Group, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, Company or successive successions, any Subsidiary Guarantor and the assumption by any such successor of the covenants and obligations of the Company or any Subsidiary Guarantor herein and in the Securities in compliance with Article 8or Subsidiary Guarantees, as the case may be; or
(2) to add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActSubsidiary Guarantors; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; or
(11) to make any change that does not adversely affect the rights of any Holderadd new Subsidiary Guarantors.
Appears in 3 contracts
Samples: Senior Indenture (Chord Energy Corp), Senior Indenture (Hk Energy Operating, LLC), Senior Indenture (Cardtronics DR, LLC)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the CompanyCompany (or any guarantor of all or any series of Securities), or successive successions, and the assumption by any such successor of the covenants and obligations of the Company (or any such guarantor) herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) ), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder.
Appears in 3 contracts
Samples: Indenture (Euronet Worldwide Inc), Indenture (Quest Cherokee Oilfield Service, LLC), Indenture (Quest Cherokee Oilfield Service, LLC)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series; provided, however, that such supplemental indenture may provide for a period of grace with respect to any such additional Event of Default (which period may be shorter or longer than that allowed in the case of other Events of Default); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any HolderHolder in any material respect.
Appears in 3 contracts
Samples: Indenture (Umb Financial Corp), Indenture (Umb Financial Corp), Indenture (Umb Financial Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and contained in the Securities of one or more series and in compliance with Article 8; orthis Indenture or any supplemental indenture;
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or any premium or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form, in each case to the extent then permitted under the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations thereunder; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.9(b); or
(9) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure herein provided that any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which such action under this clause (9) shall not adversely affect the interests of the Holders of Securities of any series were offeredand any related coupons in any material respect; or
(10) to make supplement any other of the provisions with respect of this Indenture to matters such extent as shall be necessary to permit or questions arising under this Indenturefacilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.1, 13.2 or 13.3; provided that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of such series and any series; or
(11) to make related coupons or any change that does not adversely affect the rights other series of Securities in any Holdermaterial respect.
Appears in 3 contracts
Samples: Trust Indenture (High Tide Inc.), Indenture (Northern Dynasty Minerals LTD), Trust Indenture (Taseko Mines LTD)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the CompanyCompany or the Guarantor, or successive successionsas the case may be, and the assumption by any such successor of the covenants and obligations of the Company or the Guarantor, as the case may be, herein and in the Securities or the Guarantees endorsed thereon, all as provided in compliance with Article 8Eleven; or
(2b) to add to the one or more covenants of the Company or the Guarantor or other provisions for the benefit of the Holders of all or any one or more series of Securities Securities, or any Tranche thereof or to surrender any right or power herein conferred upon the Company or the Guarantor (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities Outstanding hereunder (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions provision of this Indenture in respect or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of one or more series the Holders of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security Securities of any series created prior to or Tranche Outstanding on the execution date of such supplemental indenture and entitled to the benefit of in any material respect, such provisionchange, elimination or (ii) modify the rights of any Holder of any Outstanding Security addition shall become effective with respect to such provision, series or (B) shall become effective Tranche only pursuant to the provisions of Section 1202 hereof or when there is no Security then of such series or Tranche remains Outstanding; or
(6e) to add or provide collateral security for a guaranty or guarantees of the Securities or additional obligors on the Securitiesof any series; or
(7f) to establish the form or terms of Securities of any series or Tranche or any Guarantees as permitted contemplated by Sections 2.1 201 and 3.1301; or
(8) g) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or
(h) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11911(b); or
(9i) to provide for the procedures required to permit the Company to utilize, at its option, a non certificated system of registration for all, or any series or Tranche of, the Securities; or
(j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company or the Guarantor in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; or
(k) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such action other changes or additions shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series or Tranche in any change that does not adversely affect material respect. Without limiting the rights generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any Holder.time thereafter shall be amended and
Appears in 3 contracts
Samples: Subordinated Indenture (Pp&l Capital Funding Trust I), Subordinated Indenture (Pp&l Capital Funding Trust I), Subordinated Indenture (Pp&l Capital Funding Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Bearer Securities in bearer form(including, registrable or not without limitation, to provide that Bearer Securities may be registrable as to principal, and with or without interest coupons, principal only) or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change amend or eliminate supplement any of the provisions of this Indenture provision contained herein or in respect of any supplemental indenture (which amendment or supplement may apply to one or more series of SecuritiesSecurities or to one or more Securities within any series as specified in such supplemental indenture), provided that any such addition, change amendment or elimination (A) shall neither (i) supplement does not apply to any Outstanding Security of any series created issued prior to the execution date of such supplemental indenture and entitled to the benefit benefits of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered[intentionally omitted]; or
(10) if allowed without penalty under applicable laws and regulations, to make any other provisions with respect to matters permit payment in the United States of principal, premium, if any, or questions arising under this Indentureinterest, provided such action shall not adversely affect the rights of any Holder of if any, on Bearer Securities of any seriesor coupons, if any; or
(11) to cure or reform any ambiguity, defect, omission, mistake, manifest error or inconsistency or to conform this Indenture or the Securities of a series to any provision of the description thereof set forth in the final prospectus, offering memorandum or other offering document, as supplemented as of the time of sale, under which such Securities were sold; or
(12) to make any other change that does not adversely affect the rights of any Holder; or
(13) to make any change to comply with the Trust Indenture Act of 1939 or any amendment thereof, or any requirement of the Securities and Exchange Commission in connection with the qualification of this Indenture under the Trust Indenture Act of 1939 or any amendment thereof.
Appears in 3 contracts
Samples: Subordinated Indenture (Cadiz Inc), Subordinated Indenture (Capital Markets Co), Subordinated Indenture (Cadiz Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder; or
(12) If applicable, make provisions with respect to the conversion rights of Holders of Securities pursuant to Section 15.1; or
(13) If applicable, reduce the Conversion Price; provided, however, that such reduction in the Coversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction).
Appears in 3 contracts
Samples: Indenture (LTC Properties Inc), Indenture (LTC Properties Inc), Indenture (LTC Properties Inc)
Supplemental Indentures Without Consent of Holders. Without The Issuer and the Trustee may amend the Indenture or the Securities or enter into an indenture supplemental hereto without notice to or the consent of any Holders, Holder to
(a) establish the Company , when authorized by a Board Resolution, and the Trustee, at form or forms of Securities of any time and from time series;
(b) provide for uncertificated Securities of any series in addition to time, may enter into one or more indentures supplemental hereto for any in place of certificated Securities of the following purposes:applicable series;
(1c) to evidence the succession of another Person to the Company, or successive successions, and provide for the assumption by any such a successor corporation, partnership, trust or limited liability company of the covenants and Issuer’s obligations to the Holders of the Company herein and Securities of any series, in the Securities each case in compliance with Article 8; orthe applicable provisions of the Indenture;
(2d) to add to the covenants or Events of the Company Default for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Issuer under the Indenture;
(e) evidence and provide for the acceptance of appointment by a successor Trustee;
(f) cure ambiguities, defects or inconsistencies;
(g) secure the Securities of any series;
(h) provide for or add guarantors with respect to the Securities of any series;
(i) comply with any requirement of the Commission or otherwise in connection with the qualification of this the Indenture or any supplemental indenture under the Trust Indenture Act; or;
(3j) to add any additional Events increase the applicable conversion rate in the case of Default for convertible Securities, provided such increase is in accordance with the benefit terms of the Indenture or will not adversely affect the interests of Holders of such Securities;
(k) conform any one provision in the Indenture or more the terms of the Securities of any series of to the prospectus, offering memorandum, offering circular or any other document pursuant to which the Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orseries were offered, including any applicable supplement thereto or term sheet setting forth the final terms of such Securities;
(4l) to add to or change supplement any provision of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance discharge of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated formSecurities; or
(5) to add to, provided that such change or eliminate any modification does not adversely affect the interests of the provisions Holders of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7m) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect change that would not reasonably be expected to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities in any material respect. The Trustee is hereby authorized to join with the Issuer in the execution of any series; or
(11) such amendment or supplemental indenture, to make any change that does not adversely affect further appropriate agreements and stipulations which may be therein contained and to accept the rights conveyance, transfer, assignment, mortgage or pledge of any Holderproperty thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.
Appears in 3 contracts
Samples: Indenture (Affymetrix Inc), Subordinated Indenture (Affymetrix Inc), Indenture (Affymetrix Inc)
Supplemental Indentures Without Consent of Holders. Without Except as may otherwise be provided pursuant to Section 3.01 for all or any specific Securities of any series, without the consent of any Holders, the Company Issuers, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, an Issuer and the assumption by any such successor of the covenants and obligations of the Company such Issuer herein and in the Securities in compliance with Article 8or to add a co-issuer of any series of Securities; or
(2) to add to the covenants of the Company an Issuer for the benefit of the Holders of all or any one or more Securities of any series of Securities (and if such covenants are to be for the benefit of less than all series Securities of Securitiesany series, stating that such covenants are expressly being included solely for the benefit of such Securities within such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or an Issuer with regard to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture all or any supplemental indenture under the Trust Indenture ActSecurities of any series (and if any such surrender is to be made with regard to less than all Securities of any series, stating that such surrender is expressly being made solely with regard to such Securities within such series); or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more Securities of any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series Securities of Securitiesany series, stating that such additional Events of Default are expressly being included solely for the benefit of such Securities within such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one all or more any Securities of any series (and if such addition, change or elimination is to apply with respect to less than all Securities of Securitiesany series, stating that it is expressly being made to apply solely with respect to such Securities within such series), provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of secure the Securities pursuant to the requirements of Section 8.01(3) or additional obligors on the SecuritiesSection 10.05 or otherwise; or
(7) to establish the form or terms of all or any Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to add to or change any of the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities; or
(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the rights interests of the Holders of any Holder of Securities of in any seriesmaterial respect; or
(11) to comply with any requirements of the Trust Indenture Act or the requirements of the Commission in connection with maintaining the qualification of this Indenture under the Trust Indenture Act; or
(12) to make any change that does not adversely affect the rights of the Holders of Securities of each series affected by such change in any Holdermaterial respect.
Appears in 3 contracts
Samples: Senior Debt Indenture (Jefferies Group Capital Finance Inc.), Subordinated Debt Indenture (Jefferies Group Capital Finance Inc.), Senior Debt Indenture (Jefferies Group Capital Finance Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder; or
(12) If applicable, make provisions with respect to the conversion rights of Holders of Securities pursuant to Section 14.1; or
(13) If applicable, reduce the Conversion Price; provided, however, that such reduction in the Coversion Price shall not adversely affect the interest of the Holders of Securities (after taking into account tax and other consequences of such reduction).
Appears in 3 contracts
Samples: Indenture (LTC Properties Inc), Indenture (LTC Properties Inc), Indenture (LTC Properties Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that such supplemental indenture may provide for a grace period with respect to any such additional Event of Default (which period may be shorter or longer than that allowed in the case of other Events of Default); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any HolderHolder in any material respect.
Appears in 3 contracts
Samples: Indenture (Umb Financial Corp), Indenture (Umb Financial Corp), Indenture (Umb Financial Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Corporation, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to To evidence the succession of another Person to the CompanyCorporation, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company Corporation herein and in the Securities in compliance with Article 8; or
(2) to To add to the covenants of the Company Corporation for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Corporation or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to To add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to To add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to To add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to To add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to To establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to To evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to To correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to To make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to To make any change that does not adversely affect the rights of any Holder.
Appears in 3 contracts
Samples: Indenture (FNB Corp/Fl/), Indenture (FNB Corp/Fl/), Indenture (FNB Corp/Fl/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, Company or successive successions, any Subsidiary Guarantor and the assumption by any such successor of the covenants and obligations of the Company or any Subsidiary Guarantor herein and in the Securities in compliance with Article 8or Subsidiary Guarantees, as the case may be; or
(2) to add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActSubsidiary Guarantors; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; or
(11) to make any change that does not adversely affect the rights of any Holderadd new Subsidiary Guarantors.
Appears in 3 contracts
Samples: Senior Indenture (Bold Energy III LLC), Senior Indenture (Davis Petroleum Corp.), Senior Indenture (Halcon Resources Operating, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, Company or successive successions, any Subsidiary Guarantor and the assumption by any such successor of the covenants and obligations of the Company or any Subsidiary Guarantor herein and in the Securities in compliance with Article 8or Subsidiary Guarantees, as the case may be; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 Section 201 and 3.1Section 301; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; or
(11) to make any change that does not adversely affect the rights of any Holderadd new Subsidiary Guarantors.
Appears in 3 contracts
Samples: Senior Indenture (Amplify Energy Corp.), Senior Indenture (Alpha Shale Resources, LP), Senior Indenture (C&j Vlc, LLC)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors (if there shall be any), when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Securities in compliance with Article 8Securities; or
(2b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any one or more series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company and to make the occurrence, or to comply with the occurrence and continuance, of a certain default action in any requirement such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the Commission or otherwise several remedies provided in connection with the qualification of this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or any provision such supplemental indenture under may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the Trust Indenture Actcase of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or
(3c) to add any additional Events of Default for the benefit in respect of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6e) to add or provide for a guaranty or guarantees of secure the Securities or additional obligors on the Securitiesof any series; or
(7f) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1Section 2.1, including to reopen any series of any Securities as permitted under Section 2.1; or
(8) g) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA or maintaining such qualification thereafter; or
(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11Sections 5.9 and 5.10 hereof; or
(9i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not adversely affect the rights interests of the Holders in any Holder of Securities of any seriesmaterial respect; or
(11j) to make or add any change that does not adversely affect Subsidiary as Subsidiary Guarantor or to evidence the rights succession of another Person to any HolderSubsidiary Guarantor pursuant to Section 12.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of such Subsidiary Guarantor; or
(k) to release a Subsidiary Guarantor (if there shall be one) from its Subsidiary Guarantee pursuant to Section 12.3 hereof; or
(l) to provide for uncertificated Securities in addition to or in place of certificated Securities.
Appears in 2 contracts
Samples: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc)
Supplemental Indentures Without Consent of Holders. Without (a) The Company, the Security Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Securities of any series without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposesHolder:
(1i) to evidence the succession cure any ambiguity, defect or inconsistency;
(ii) to comply with Article IV hereof or in any provision in any supplemental indenture in respect of another Person to the Company, or successive successions, and the assumption by any such a Successor Company or successor Security Guarantor of the covenants and obligations of the Company herein and in or a Security Guarantor under the Securities in compliance with Article 8; orof any or all series and this Indenture;
(2iii) to provide for uncertificated Securities in addition to or in place of certificated Securities, provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code;
(iv) to add guarantees with respect to the Securities or to secure the Securities;
(v) to add to the covenants of the Company or any Security Guarantor for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orIndenture;
(3vi) to add any additional Events of Default for with respect to all or any series of the benefit Securities;
(vii) to comply with any requirements of the SEC in connection with effecting or maintaining the qualification of this Indenture under the Trust Indenture Act;
(viii) to make any change that would provide any additional rights or benefits to the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for or that does not, in the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any opinion of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer formTrustee, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify adversely affect the rights of any Holder of such Securities in any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; ormaterial respect;
(6ix) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee;
(x) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;
(xi) to make any change necessary to make this Indenture, pursuant the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, consistent with the description of the Securities in the prospectus or any related prospectus supplement relating to such Securities;
(xii) to conform the text of this Indenture, the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, with the description of the Securities in the prospectus or any related prospectus supplement relating to such Securities to the requirements extent such provision this Indenture, the Securities of Section 6.11; orany series or the Security Guarantee relating to any series of Securities, as applicable, was intended to be a substantially verbatim recitation of a provision of this Indenture, the Securities of any series or the Security Guarantee relating to any series of Securities, as applicable, as determined in good faith by the Company (which intent will be established by an Officer’s Certificate);
(9xiii) to correct or supplement any provision herein which of this Indenture that may be defective or inconsistent with any other provision herein, to cure any ambiguity of this Indenture or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture; provided, provided such action actions shall not adversely affect the rights interests of any Holder of Securities of any seriesHolder; or
(11xiv) to make change or eliminate any of the provisions of this Indenture; provided, that any such change that does or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of any such provision.
(b) After an amendment or supplement under this Section 10.01 becomes effective, the Company shall give to Holders of the affected Securities a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not adversely impair or affect the rights validity of any Holderan amendment under this Section 10.01.
Appears in 2 contracts
Samples: Indenture (Southwestern Energy Co), Indenture (A.W. Realty Company, LLC)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more indentures supplemental hereto for any of the following purposes:
(1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or to comply with Section 5.04;
(B) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Company, pursuant to Article 8; orXII;
(2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any one or more series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for the benefit of such seriesapplicable), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage agreements, restrictions or pledge conditions a default or an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, however, that, in respect of any such additional covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to or with the Trustee upon such default or otherwise secure may limit the right of the Holders of a majority in aggregate principal amount of the Securities of a particular series to waive such default;
(D) to add, delete or modify any Events of Default with respect to all or any series of the Securities, including provisions regarding the circumstances under form and terms of which collateral may be released or substitutedare being established pursuant to such supplemental indenture as permitted in Sections 2.01, 3.01 and 3.03 (and, if any such Event of Default is applicable to surrender any right or power herein conferred upon the Company or to comply with any requirement fewer than all such series of the Commission or otherwise Securities, specifying the series to which such Event of Default is applicable) and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(E) to prohibit the authentication and delivery of additional series of Securities;
(F) to cure any ambiguity, omission, mistake, defect or inconsistency;
(G) to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the qualification provisions of this Indenture or any supplemental indenture under and shall not adversely affect the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit interests of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees holders of the Securities or additional obligors on the Securities; orin any material respect;
(7H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.1 2.01, 3.01 and 3.13.03, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; orand
(8) I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) 7.11. Upon request of the Company, accompanied by a Board Resolution, the Trustee is hereby authorized to correct or supplement join with the Company in the execution of any provision herein such supplemental indenture, to make any further appropriate agreements and stipulations which may be defective or inconsistent with any other provision hereintherein contained and to accept the conveyance, to cure any ambiguity or omissiontransfer, to correct any mistakeassignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to conform enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. In addition, the Trustee shall not be obligated to enter into any prospectus pursuant to supplemental indenture which provides for the issuance of Securities of any series were offered; or
(10) denominated in a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to make any other properly fulfill its obligations hereunder and thereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. Any supplemental indenture authorized by the provisions with respect to matters or questions arising under of this Indenture, provided such action Section 11.01 shall be executed by the Company and the Trustee and shall not adversely affect require the rights consent of the Holders of any Holder of the Securities of any series; or
(11) to make any change that does not adversely affect at the rights of any Holdertime outstanding, notwithstanding Section 11.02.
Appears in 2 contracts
Samples: Indenture (Baxter International Inc), Indenture (Baxter International Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities Securities, to evidence the full and unconditional guarantee by another Person, as provided in compliance with Article 8Section 8.01 hereof, or to add another Company to this Indenture for future issuances; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form, in bearer form or in global bearer form, registrable or provided that any such action shall not registrable as to principal, and with or without interest coupons, or to permit or facilitate adversely affect the issuance Interest of the Holders of Securities of any series in global form or uncertificated formany material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (Ai) shall neither (iA) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (iiB) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (Bii) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series series, each as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(2); or
(8) to reduce the conversion price of the Securities of any series other than pursuant to this Indenture; or
(9) (i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10ii) to amend, supplement or make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 2 contracts
Samples: Indenture (Petrobras International Finance Co), Indenture (Petrobras International Finance Co)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, Company or successive successions, any Guarantor and the assumption by any such successor of the covenants and obligations of the Company or any Guarantor herein and in the Securities in compliance with Article 8and any interest coupons appertaining thereto; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred -73- 82 upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance or administration of Bearer Securities in bearer form(including, registrable or not without limitation, to provide that Bearer Securities may be registrable as to principal, and with or without interest coupons, principal only) or to permit or facilitate the issuance or administration of Securities in global form or uncertificated form; or
(5e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6f) to add or provide for a guaranty or guarantees secure any series of the Securities or additional obligors on the Securities; or
(7g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9i) if allowed without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Bearer Securities or interest coupons, if any; or
(j) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity herein or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such action shall not adversely affect in any material respect the rights interests of any Holder the Holders of Securities of any series; or
(11k) to make provision not adverse to the Holders of Outstanding Securities of any change that does not adversely affect the series with respect to any conversion or exchange rights of Holders
(l) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any Holdersimilar federal statute subsequently enacted, and to add to this Indenture such other provisions as may be expressly required under the Trust Indenture Act; or
(m) to add new Subsidiary Guarantors pursuant to Section 16.5.
Appears in 2 contracts
Samples: Senior Subordinated Indenture (Allied Waste Industries Inc), Senior Subordinated Indenture (Allied Waste Industries Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities, the Company Company, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto Supplemental Indentures hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Companycure any ambiguity, defect, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; orinconsistency;
(2) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the Holders of Securities of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of that series or those series specified in such seriesSupplemental Indenture), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a Default in any such additional covenants, mortgage restrictions or pledge conditions a Default or an Event of Default permitting the enforcement of all or any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise several remedies provided in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities as herein set forth (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of that series or those series specified in such seriesSupplemental Indenture); orprovided, however, that in respect of any such additional covenant, restriction or condition such Supplemental Indenture may provide for a particular period of grace after Default (which period may be shorter or longer than allowed in the case of other Defaults, but shall not exceed 90 days) or may provide for any immediate enforcement upon such Default or may limit the remedies available to be exercised by the Trustee in its discretion upon such Default but may not limit the remedies available to be exercised by the Holders;
(43) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or;
(54) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, ; provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture Supplemental Indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or;
(5) to provide for collateral for or guarantors of the Securities of any series;
(6) to add or provide for a guaranty or guarantees evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Securities or additional obligors on the Securities; orin accordance with Article VII;
(7) to establish modify, eliminate or add to the form or terms provisions of Securities of any series as permitted by Sections 2.1 and 3.1; orthis Indenture to comply with the TIA;
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or9.8;
(9) to correct establish the form or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which terms of Securities of any series were offered; oras permitted by Section 2.1 and 3.1;
(10) to make add to or change any other of the provisions of this Indenture with respect to matters any Securities that by their terms may be converted into securities or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of other property other than Securities of any series; orthe same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities;
(11) to make any change that does not adversely affect comply with the rights rules or regulations of any Holdersecurities exchange or automated quotation system on which any of the Securities may be listed or traded; or
(12) to provide for the payment by the Company of additional amounts in respect of taxes imposed on certain Holders and for the treatment of such additional amounts as interest and for all matters incidental thereto.
Appears in 2 contracts
Samples: Subordinated Indenture (Cross Equipment Company, Inc.), Senior Indenture (Cross Equipment Company, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1i) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2ii) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3iii) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4iv) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5v) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6vi) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7vii) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) viii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9ix) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10x) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or;
(11xi) to make any change that does not adversely affect the rights of any Holder;
(xii) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect as determined in good faith by the Board of Directors of the Company; or
(xiii) make such other provisions in regards to matters or questions arising under the Indenture or any supplemental indenture hereto as the Board of Directors may deem necessary or desirable, and which does not in each case adversely affect the interest of the Holders of Securities of any series as determined in good faith by the Board of Directors of the Company; or
(xiv) comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.
Appears in 2 contracts
Samples: Indenture (Axos Financial, Inc.), Indenture (Axos Financial, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto Supplemental Indentures hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or the Guarantor;
(2) to comply with any requirement evidence the succession of another Person to the Company or the Guarantor, or successive successions, and the assumption by the successor corporation of the Commission covenants, agreements and obligations of the Company pursuant to Article VIII or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orGuarantor pursuant to Article XIV;
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or;
(4) to add to one or change any more guarantees or co-obligors for the benefit of Holders of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; orSecurities;
(5) to add to, change or eliminate any of secure the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or;
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or;
(7) subject to any limitations established pursuant to Section 3.1, to provide for the issuance of additional Securities of any series;
(8) to establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1;
(9) to comply with the rules of any applicable Depositary;
(10) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form;
(11) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such Supplemental Indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described in clause (A)(i) Outstanding;
(12) to cure any ambiguity, to correct or supplement any provision herein of this Indenture which may be defective or inconsistent with any other provision herein, ;
(13) to cure change any ambiguity or omission, to correct any mistake, or to conform to any prospectus other provision under this Indenture; provided that such action pursuant to which this clause (13) shall not adversely affect the interests of the Holders of Securities of any series were offered; orin any material respect;
(1014) to make supplement any other of the provisions with respect of this Indenture to matters such extent as shall be necessary to permit or questions arising under this Indenturefacilitate the defeasance and discharge of any series of Securities pursuant to Section 4.1, Section 13.2 and Section 13.3; provided that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of such series or any series; orother series of Securities in any material respect;
(1115) to make comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; and
(16) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any HolderHolder of Securities in any material respect.
Appears in 2 contracts
Samples: Indenture (Chevron Corp), Indenture (Chevron Usa Inc)
Supplemental Indentures Without Consent of Holders. Without The Issuer and the Trustee may amend the Indenture or the Securities or enter into an indenture supplemental hereto without notice to or the consent of any HoldersHolder to
(a) to cure any ambiguity, the Company , when authorized by a Board Resolution, and the Trustee, at defect or inconsistency;
(b) to provide for uncertificated Securities of any time and from time series in addition to time, may enter into one or more indentures supplemental hereto for any in place of certificated Securities of the following purposes:applicable series;
(1c) to comply with Article 8 in the case of a merger or consolidation;
(d) to maintain the qualification of the Indenture under the Trust Indenture Act;
(e) to evidence and provide for the succession acceptance of another Person appointment by a successor Trustee;
(f) to conform the Companytext of this Indenture or the terms of the Securities of any series to any prospectus, offering memorandum, offering circular or successive successions, and any other document pursuant to which the Securities of such series were offered;
(g) to establish the form or terms of Securities of any series;
(h) to provide for the assumption by any such a successor corporation, partnership, trust or limited liability company of the covenants and Issuer’s obligations to the Holders of the Company herein and Securities of any series, in the Securities each case in compliance with Article 8the applicable provisions of the Indenture; or
(2i) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series (including to secure Securities of any series, add guarantees with respect thereto, to add to the covenants of the Company Issuer for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such the applicable series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest couponsIssuer, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall does not adversely affect the legal rights under this Indenture of any Holder of Securities of any series; or
(11) series in any material respect. The Trustee is hereby authorized to join with the Issuer in the execution of any such amendment or supplemental indenture, to make any change that does not adversely affect further appropriate agreements and stipulations which may be therein contained and to accept the rights conveyance, transfer, assignment, mortgage or pledge of any Holderproperty thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.
Appears in 2 contracts
Samples: Indenture (Roper Technologies Inc), Indenture (Roper Industries Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the The Company , when authorized by a resolution of the Board Resolution, of Directors and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto for any one or more of the following purposes:
: (1a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in Company, as the Securities in compliance with case may be pursuant to Article 8Eleven hereof; or
(2b) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any one or more series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with ) as the Trustee or otherwise secure any series Board of Directors of the Securities, including provisions regarding the circumstances under which collateral may Company shall consider to be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit protection of the Holders of such Debt Securities or as may be required by Section 4.03 or Section 11.02, and to make the occurrence, or the occurrence and continuance, of a default in any one or more series of Securities (and if such additional Events covenants, restrictions or conditions a default or an Event of Default are to be for permitting the benefit enforcement of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such extent as shall be necessary default; (c) to permit or facilitate provide for the issuance under this Indenture of Debt Securities in bearer form, registrable or not coupon form (including securities registrable as to principal, principal only) and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate exchangeability of such Debt Securities with the administration Debt Securities of the trusts same series issued hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) in fully registered form and to make any other provisions with respect to matters or questions arising under this Indenture, provided all appropriate changes for such action shall not adversely affect the rights of any Holder of Securities of any seriespurpose; or
(11) to make any change that does not adversely affect the rights of any Holder.27
Appears in 2 contracts
Samples: Indenture (McDonalds Corp), Indenture (McDonalds Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or;
(11) to make any change that does not adversely affect the rights of any Holder;
(12) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect as determined in good faith by the Board of Directors of the Company; or
(13) to make such other provisions in regards to matters or questions arising under the Indenture or any supplemental indenture hereto as the Board of Directors may deem necessary or desirable, and which does not in each case adversely affect the interest of the Holders of Securities of any series as determined in good faith by the Board of Directors of the Company; or
(14) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.
Appears in 2 contracts
Samples: Indenture (Axos Financial, Inc.), Indenture (Axos Financial, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such successor corporation of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; orcontained;
(2b) to provide for the issuance under this Indenture of Securities in bearer form (including securities registrable as to principal only) and to provide for exchangeability of such Securities for Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(c) to add to the covenants of the Company for the benefit of the Holders of any all or one or more specified series of Securities (and if such covenants are to be for the benefit of less fewer than all series of SecuritiesSecurities or fewer than all Securities of a Series, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orCompany;
(3d) to add any additional Events of Default for secure the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or;
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01;
(f) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interest of the Holders of Securities of any series; or
(8) g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder6.11(b).
Appears in 2 contracts
Samples: Junior Subordinated Indenture (Nationwide Financial Services Inc/), Junior Subordinated Indenture (Nationwide Financial Services Inc/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(32) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities and any related coupons (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(43) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or any premium or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons; or
(54) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(65) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(76) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or
(8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.9(b), or to comply with any requirements of the Commission in connection with maintaining the qualifications of this Indenture under the Trust Indenture Act; or
(9) 8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries and any related coupons; or
(119) to make evidence the succession of another corporation to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Securities of one or more series and in this Indenture or any change supplemental indenture; or
(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.1, 14.2 and 14.3; provided that does any such action shall not adversely affect the rights interests of the Holders of Securities of such series and any Holderrelated coupons or any other series of Securities.
Appears in 2 contracts
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person corporation to the Company, or successive successions, Company as obligor under this Indenture and the Securities and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default, may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or any premium or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form; PROVIDED, HOWEVER, that any such action shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any related coupons in any material respect; or
(5e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided PROVIDED that any such addition, change or elimination (A) shall neither (i) not apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6f) to add secure the Securities or provide for a guaranty or guarantees any Series of the Securities or additional obligors on to provide that any of the SecuritiesCompany's obligations under any series of the Securities or this Indenture shall be guaranteed and the terms and conditions for the release or substitution of such security or guarantee; or
(7g) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures, if applicable, relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or
(8) h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; PROVIDED, provided HOWEVER, that such actions shall not adversely affect the interests of the Holders of Outstanding Securities of any series or any related coupons in any material respect; or
(j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and discharge of any series of Securities pursuant to Sections 4.1, 14.2 and 14.3; PROVIDED, HOWEVER, that any such action shall not adversely affect the rights interests of any Holder the Holders of Outstanding Securities of such series and any series; or
(11) to make related coupons or any change that does not adversely affect the rights other series of Outstanding Securities and any Holderrelated coupons in any material respect.
Appears in 2 contracts
Samples: Indenture (Leap Wireless International Inc), Indenture (Neurocrine Biosciences Inc)
Supplemental Indentures Without Consent of Holders. Without Subject to the terms of the Collateral Agency Agreement that require the Required Senior Parties to consent to certain amendments to the Indenture, without the consent of any Holders, the Company and the Partnership, in each case when authorized by a Board Resolution, an Officer's Certificate and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities, or to evidence the succession of another entity to the Partnership and the assumption by such successor of the covenants of the Partnership contained herein; or
(2b) to add to the covenants of the Company or the Partnership for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActPartnership; or
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Securities provided that any such addition, change or elimination (Ai) shall neither (iA) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (iiB) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (Bii) shall become effective only when there is no such Security then Outstanding; or
(6f) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities, including, without limitation, by amending the Partnership Security Agreement in accordance with Section 8.27; or
(7g) to establish the form or of Securities of any series as permitted by Section 2.1, and to establish the terms of Securities of any series as permitted by Sections 2.1 and 3.1Section 2.3; or
(8) h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.115.10; or
(9i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (i) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; or
(11j) to modify the restrictive legends set forth on the face of the form of Security in Exhibit A or as are otherwise set forth or provided for pursuant to Section 2.1, 2.2 or 2.3, or modify the forms of certification provided for in Section 2.13; provided, however, that any such modification shall not adversely affect the interest of the Holders of the Securities of any series created prior to the execution of such supplemental indenture in any material respect; or
(k) to permit the holders of any indebtedness incurred in respect of an Expansion to secure such indebtedness with the collateral specifically permitted under clauses (ii), (iii) and (iv) of Section 8.20(b), and upon Completion of such Expansion and release of the related Completion Guaranty, to permit such holders to share equally and ratably in the Collateral; or
(l) to make any other change that does not adversely affect the rights interests of the Holders of the Securities of any Holderseries created prior to the execution of such supplemental indenture in any material respect.
Appears in 2 contracts
Samples: Trust Indenture (Midamerican Energy Holdings Co /New/), Trust Indenture (Williams Companies Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such indenture or indentures) for one or more indentures supplemental hereto for any of the following purposes:
(1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire;
(B) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Company, pursuant to Article 8; orXII;
(2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any one or more series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for the benefit of such seriesapplicable), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage agreements, restrictions or pledge conditions a default or an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, however, that, in respect of any such additional covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to or with the Trustee upon such default or otherwise secure may limit the right of the Holders of a majority in aggregate principal amount of the Securities of a particular series to waive such default;
(D) to add, delete or modify any Events of Default with respect to all or any series of the Securities, including provisions regarding the circumstances under form and terms of which collateral are being established pursuant to such supplemental indenture as permitted in Sections 2.01, 3.01 and 3.03 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable) and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(E) to prohibit the authentication and delivery of additional series of Securities;
(F) to cure any ambiguity or to correct or supplement any provision contained herein in any supplemental indenture which may be released defective or substituted, to surrender any right or power herein conferred upon the Company or to comply inconsistent with any requirement of the Commission other provisions contained herein or otherwise in connection any supplemental indenture;
(G) to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the qualification provisions of this Indenture or any supplemental indenture under and shall not adversely affect the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit interests of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees holders of the Securities or additional obligors on the Securities; orin any material respect;
(7H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.1 2.01, 3.01 and 3.13.03, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; orand
(8) I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) 7.11. The Trustee is hereby authorized to correct or supplement join with the Company in the execution of any provision herein such supplemental indenture, to make any further appropriate agreements and stipulations which may be defective or inconsistent with any other provision hereintherein contained and to accept the conveyance, to cure any ambiguity or omissiontransfer, to correct any mistakeassignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to conform enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. In addition, the Trustee shall not be obligated to enter into any prospectus pursuant to supplemental indenture which provides for the issuance of Securities of any series were offered; or
(10) denominated in a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to make any other properly fulfill its obligations hereunder and thereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. Any supplemental indenture authorized by the provisions with respect to matters or questions arising under of this Indenture, provided such action Section 11.01 shall be executed by the Company and the Trustee and shall not adversely affect require the rights consent of the Holders of any Holder of the Securities of any series; or
(11) to make any change that does not adversely affect at the rights of any Holdertime outstanding, notwithstanding Section 11.02.
Appears in 2 contracts
Samples: Indenture (Baxter International Inc), Indenture (Baxter International Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; orSecurities;
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orCompany;
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orDefault;
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or;
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify adversely affect the rights of any the Holder of any Outstanding such Security with in any material respect to such provision, or (B) shall become effective only when there is no such Security then Outstanding; or;
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or;
(7) to provide for the issuance of additional Securities of any series;
(8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.1; or3.01;
(8) 9) to comply with Section 8.01;
(10) to permit or facilitate the issuance of uncertificated Securities in addition to or in place of certificated Securities;
(11) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or6.07;
(912) to make provisions with respect to the conversion rights of Holders pursuant to the requirements of Article XIV;
(13) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (12) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect;
(14) to conform any provision of this Indenture to the “Description of Debt Securities” contained in the Prospectus or any similar provision contained in any supplement to the Prospectus relating to an offering of debt securities under this Indenture (as provided for in an Officer’s Certificate to the Trustee); or
(1115) to make comply with any change that does not adversely affect requirements of the rights Trust Indenture Act of any Holderthe requirements of the Commission in connection with maintaining the qualification of this Indenture under the Trust Indenture Act.
Appears in 2 contracts
Samples: Indenture (Church & Dwight Co Inc /De/), Indenture (Church & Dwight Co Inc /De/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the The Company , when authorized by a resolution of the Board Resolution, of Directors and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto for any one or more of the following purposes:
: (1a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in Company, as the Securities in compliance with case may be pursuant to Article 8Eleven hereof; or
(2b) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit protection of the Holders of all or any one or more series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with ) as the Trustee or otherwise secure any series Board of Directors of the Securities, including provisions regarding the circumstances under which collateral may Company shall consider to be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit protection of the Holders of such Debt Securities or as may be required by Section 4.03 or Section 11.02, and to make the occurrence, or the occurrence and continuance, of a default in any one or more series of Securities (and if such additional Events covenants, restrictions or conditions a default or an Event of Default are to be for permitting the benefit enforcement of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such extent as shall be necessary default; (c) to permit or facilitate provide for the issuance under this Indenture of Debt Securities in bearer form, registrable or not coupon form (including securities registrable as to principal, principal only) and to provide for exchangeability of such Debt Securities with or without interest coupons, or to permit or facilitate the issuance of Debt Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture same series issued hereunder in respect of one or more series of Securities, provided that any fully registered form and to make all appropriate changes for such addition, change or elimination purpose; (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7d) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.1 2.01 and 3.12.02; or
(8) e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of any Debt Securities; (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Debt Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.117.09; or
and (9g) to correct or supplement add appropriate provisions (including the appointment of a co- trustee) to evidence the securing of any provision herein series of Debt Securities pursuant to Section 4.06. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be defective therein contained and to accept the conveyance, transfer, assignment, mortgage or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities pledge of any series were offered; or
(10) to make property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any other provisions with respect to matters such supplemental indenture which affects the Trustee's own rights, duties or questions arising immunities under this Indenture, provided such action shall not adversely affect Indenture or otherwise. Any supplemental indenture authorized by the rights provisions of this Section 10.01 may be executed by the Company and the Trustee without the consent of the Holders of any Holder of the Debt Securities at the time Outstanding, notwithstanding any of any series; or
(11) to make any change that does not adversely affect the rights provisions of any HolderSection 10.02. SECTION 10.
Appears in 1 contract
Samples: Indenture (McDonalds Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the CompanyCompany or the Guarantor, or successive successionsas the case may be, and the assumption by any such successor of the covenants and obligations of the Company or the Guarantor, as the case may be, herein and in the Securities or the Guarantees endorsed thereon, all as provided in compliance with Article 8Eleven; or
(2b) to add to the one or more covenants of the Company or the Guarantor or other provisions for the benefit of the Holders of all or any one or more series of Securities Securities, or any Tranche thereof or to surrender any right or power herein conferred upon the Company or the Guarantor (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities Outstanding hereunder (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions provision of this Indenture in respect or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of one or more series the Holders of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security Securities of any series created prior to or Tranche Outstanding on the execution date of such supplemental indenture and entitled to the benefit of in any material respect, such provisionchange, elimination or (ii) modify the rights of any Holder of any Outstanding Security addition shall become effective with respect to such provision, series or (B) shall become effective Tranche only pursuant to the provisions of Section 1202 hereof or when there is no Security then of such series or Tranche remains Outstanding; or
(6e) to add or provide collateral security for a guaranty or guarantees of the Securities or additional obligors on the Securitiesof any series; or
(7f) to establish the form or terms of Securities of any series or Tranche or any Guarantees as permitted contemplated by Sections 2.1 201 and 3.1301; or
(8) g) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or
(h) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11911(b); or
(9i) to provide for the procedures required to permit the Company to utilize, at its option, a non certificated system of registration for all, or any series or Tranche of, the Securities; or
(j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company or the Guarantor in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; or
(k) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such action other changes or additions shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series or Tranche in any change that does not adversely affect material respect. Without limiting the rights generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any Holder.time thereafter shall be amended and
Appears in 1 contract
Samples: Indenture (Pp&l Resources Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the CompanyCompany or any Guarantor, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company or any Guarantor herein and in the Securities in compliance with Article 8or Guarantees; or
(2) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less fewer than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActGuarantor; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less fewer than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 Section 2.01 and 3.13.01; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article Fourteen, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company or any Guarantor; or
(10) to add Guarantees with respect to the Securities of such series, and to name one or more Guarantors, the terms and conditions of any Guarantee with respect to the Securities of such series, to provide for the terms and conditions upon which such Guarantees may be released or terminated, or to confirm and evidence the release, termination or discharge of any such Guarantee when such release, termination or discharge is permitted under this Indenture; or
(11) to cure any ambiguity or error, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (11) shall not adversely affect the rights of any Holders of Securities of any series in any material respect; or
(12) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely affect the rights of any Holder Holders of Securities of such series or any seriesother series of Securities in any material respect; or
(1113) to comply with any requirements in connection with qualifying this Indenture under the Trust Indenture Act; or
(14) to make any other change that does not adversely affect the rights of any HolderHolders of Securities of such series or any other series of Securities in any material respect.
Appears in 1 contract
Samples: Indenture (Kyndryl Holdings, Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities Securities, all as provided in compliance with Article 8Eleven; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities Securities, or any Tranche thereof (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage series or pledge any property to Tranche) or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Events of Default for with respect to all or any series of Securities Outstanding hereunder; or
(d) to change or eliminate any provision of this Indenture or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the benefit interests of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of or Tranche in any material respect, such supplemental indenture and entitled to the benefit of such provisionchange, elimination or (ii) modify the rights of any Holder of any Outstanding Security addition shall become effective with respect to such provision, series or (B) shall become effective Tranche only when there is no Security then of such series or Tranche remains Outstanding; or
(6e) to add or provide collateral security for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7f) to establish the form or terms of Securities of any series or Tranche as permitted contemplated by Sections 2.1 201 and 3.1301; or
(8) g) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11911(b); or
(9h) to provide for the procedures required to permit the Company to utilize, at its option, a noncertificated system of registration for all, or any series or Tranche of, the Securities; or
(i) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; provided, however, that any such place is located in New York, New York, Chicago, Illinois, Nashville, Tennessee or Los Angeles, California or in any other city located in the United States of America which has a population of at least 1,000,000 inhabitants; or
(j) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action other provisions shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series or Tranche in any change that does not adversely affect material respect. Without limiting the rights generality of the foregoing, if the Trust Indenture Act shall be amended at any Holder.time or times after the date of the execution and delivery of this Indenture and
Appears in 1 contract
Samples: Indenture (Atmos Energy Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2a) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or any Guarantor hereunder, under any indenture supplemental hereto or under any series of Securities;
(b) to comply with evidence the succession of another Person to the Company or any requirement Guarantor, or successive successions, and the assumption by the successor Person of the Commission covenants, agreements and obligations of the Company or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orsuch Guarantor pursuant to Article 8;
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or;
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; ornew Guarantors;
(5e) to add to, change or eliminate any of provide for the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security release of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security Guarantor in accordance with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; orthis Indenture;
(6f) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or;
(7g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or;
(9h) to provide for the issuance of additional Securities of any series;
(i) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01;
(j) to comply with the rules of any applicable Depositary;
(k) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form;
(l) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no Security described in clause (A) Outstanding;
(m) to cure any ambiguity, to correct or supplement any provision herein of this Indenture which may be defective or inconsistent with any other provision herein, ;
(n) to cure change any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which other provision contained in the Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, ; provided that such action pursuant to this clause (n) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; orand
(11o) to make conform any change that does not adversely affect provision of this Indenture or the rights Securities of any Holderseries to the description of such Securities contained in the Company’s prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the Securities of such series.
Appears in 1 contract
Samples: Indenture (KKR & Co. Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit with respect to all or any series of the Holders of any one or more series of Securities (and and, if such additional Events Event of Default are is applicable to be for the benefit of less than all series of Securities, stating that specifying the series to which such additional Events Event of Default are expressly being included solely for the benefit of such seriesis applicable); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, or to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations; provided that any such addition or facilitate change shall not adversely affect the issuance interests of the Holders of Securities of any series or any related Coupons in global form or uncertificated formany material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit which is adversely affected by such change in or elimination of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 202 and 3.1301; or
(8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder.711(b);
Appears in 1 contract
Samples: Indenture (Polaroid Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default with respect to all or any series of Securities for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global uncertificated form or uncertificated formin the form of Book-Entry Securities; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(76) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01 or to add to the rights of the Holders of any Securities; or
(8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or
(8) to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth; or
(9) to make any change that does not adversely affect the rights of any Holder in any material respect; or
(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (10) other than with respect to a defective provision shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; orelimination
(6) to add or provide for a guaranty or guarantees of secure the Securities pursuant to the requirements of Section 1008 or additional obligors on the Securitiesotherwise; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Pharmacia & Upjohn Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, NiSource Finance and the Company Parent, when authorized by a Board ResolutionResolution of each, and the Trustee, at any time and from time to time, may enter into 54 62 one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any one or more of the following purposespurposes only:
(1) to evidence the succession of another Person Corporation to NiSource Finance or the Company, or successive successions, Parent and the assumption by any such successor of the covenants and obligations of NiSource Finance or the Company Parent, as the case may be, herein and in the Securities in compliance with Article 8and coupons; or
(2) to add to the covenants of NiSource Finance or the Company Parent for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon NiSource Finance or the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActParent; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series)Default; or
(4) to add to or change any of the provisions of this Indenture to such extent provide that Bearer Securities may be registrable as shall be necessary to principal, to change or eliminate any restrictions on the payment of principal (or premium, if any) on Registered Securities or of principal (or premium, if any) or any interest on Bearer Securities, to permit Registered Securities to be exchanged for Bearer Securities or facilitate to permit the issuance of Securities in bearer uncertificated form; provided, registrable or that any such action shall not registrable as to principal, and with or without interest coupons, or to permit or facilitate adversely affect the issuance interests of the Holders of Securities of any series or any related coupons in global form or uncertificated formany material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture; provided, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 201 and 3.1301; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series, to contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611(b); or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other 55 63 provisions with respect to matters or questions arising under this Indenture; provided, provided that such action change shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries or any related coupons in any material respect; or
(10) to effect assumption by the Parent or a Subsidiary pursuant to Section 803; or
(11) to make conform this Indenture to any change that does not adversely affect amendments to the rights of any HolderTrust Indenture Act.
Appears in 1 contract
Samples: Indenture (Nisource Finance Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors (if there shall be any), when authorized by a Board Resolution, and the TrusteeTrustee upon Company Request, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Securities in compliance with Article 8Securities; or
(2b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or any one or more series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company and to make the occurrence, or to comply with the occurrence and continuance, of a certain default action in any requirement such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the Commission or otherwise several remedies provided in connection with the qualification of this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or any provision such supplemental indenture under may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the Trust Indenture Actcase of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; or
(3c) to add any additional Events of Default for the benefit in respect of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6e) to add or provide for a guaranty or guarantees of secure the Securities or additional obligors on the Securitiesof any series; or
(7f) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1Section 2.1, including to reopen any series of any Securities as permitted under Section 2.1; or
(8) g) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA or maintaining such qualification thereafter; or
(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11Sections 5.9 and 5.10 hereof; or
(9i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not adversely affect the rights interests of any Holder of Securities of any seriesHolder; or
(11j) to make or add any change that does not adversely affect Subsidiary as Subsidiary Guarantor or to evidence the rights succession of another Person to any HolderSubsidiary Guarantor pursuant to Section 12.2(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Securities and in the Subsidiary Guarantee of such Subsidiary Guarantor; or
(k) to release a Subsidiary Guarantor (if there shall be one) from its Subsidiary Guarantee pursuant to Section 12.3 hereof; or
(l) to provide for uncertificated Securities in addition to or in place of certificated Securities.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee may, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); provided, however, that such supplemental indenture may provide for a grace period with respect to any such additional Event 50 of Default (which period may be shorter or longer than that allowed in the case of other Events of Default); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not materially adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any HolderHolder in any material respect.
Appears in 1 contract
Samples: Indenture (Umb Financial Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, 69 60 901 may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
: (1) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
or (2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Company; or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of to all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, ; or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, ; or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
or (8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611(b); or
(8) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 15 hereof; or (9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or 70 61 901,902 questions arising under this Indenture, provided such action Indenture which shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect. SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or
(11) to make any change that does not , in the case of redemption, on or after the Redemption Date), or adversely affect the right to convert any security as provided in Article Fifteen or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other 71 62 902,903,904,905 provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). 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 the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any Holderother series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 903.
Appears in 1 contract
Samples: Indenture (Anadarko Petroleum Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board Resolution, Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate) and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for any one or more of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of any series, any property or assets;
(b) to evidence the assumption of the Company’s obligations to Holders of the Securities in the case of a merger, amalgamation or with consolidation of the Company or sale of all or substantially all of the assets of the Company;
(c) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Trustee shall consider to be for the protection of the Holders of all or otherwise secure any series of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may contain a mistake, be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Company may deem necessary or desirable; provided, however, that no such provisions will materially adversely affect the interests of any Holder of Securities of such series;
(e) to evidence and provide for the acceptance of the appointment of a successor Trustee pursuant to Section 6.08;
(f) to provide for uncertificated Securities of any series in addition to or in place of certificated Securities of such series or to alter the provisions of Article 3 (including the related definitions) in a manner that does not materially and adversely affect any Holder of Securities of such series;
(g) to conform the text of this Indenture or the Securities of any series to any provision of the “Description of the Securities, including provisions regarding ” in the circumstances under which collateral may related prospectus or prospectus supplement for such series to the extent that such provision in the “Description of the Securities” was intended to be released a verbatim recitation of a provision of this Indenture or substituted, the Securities of such series;
(h) to surrender provide for the issuance of additional debt securities of any right series in accordance with the limitations set forth herein as of the date hereof;
(i) to make any change that would provide any additional rights or power herein conferred upon benefits to the Company Holders of all or any series of Securities or that does not adversely affect the legal rights hereunder of any such Holder or any holder of a beneficial interest in the Securities of such series;
(j) to comply with any requirement requirements of the Commission in order to effect or otherwise in connection with maintain the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or;
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7k) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01;
(l) to secure the Company’s obligations in respect of the Securities of any series;
(m) in the case of convertible or exchangeable Securities of any series, subject to the provisions of the supplemental indenture for such series of Securities, to provide for conversion rights, exchange rights and/or repurchase rights of Holders of such series of Securities in connection with any reclassification or change of the Company’s common stock or in the event of any amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Company or its subsidiaries substantially as an entirety occurs;
(n) in the case of convertible or exchangeable Securities of any series, to reduce the conversion price or exchange price applicable to such series of Securities;
(o) in the case of convertible or exchangeable Securities of any series, to increase the conversion rate or exchange ratio in the manner described in the supplemental indenture for such series of Securities, provided that the increase will not adversely affect the interests of the Holders of the Securities of such series in any material respect; or
(8) p) any other action to evidence and provide for amend or supplement the acceptance Indenture or the Securities of appointment hereunder by a successor Trustee any series as set forth in the supplemental indenture with respect to the Securities of one that series. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 6.02, the Trustee shall join with the Company in the execution of any supplemental indenture authorized or more series permitted by the terms of this Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to add accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or change immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities then outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder7.02.
Appears in 1 contract
Samples: Indenture (Western Digital Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
: (1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.11; or (iii) to add to the requirements covenants of Section 6.11the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
or (9iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (v) to add any additional Defaults or Events of Default with respect to all or any series of the Securities (and, if such Defaults or Event of Default is applicable to less than all series of Securities, specifying the series to which such Default or Event of Default is applicable); or (vi) to add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or (vii) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or (viii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (ix) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other securities; or (x) to evidence any changes to Section 8.09 as permitted by the terms thereof; or (xi) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall not adversely affect the rights interest of any Holder Holders of Securities of any seriesseries or any appurtenant coupons in any material respect; or
or (11xii) to make any change that does not adversely affect the rights of any Holder.Holder of a Security in any material respect. 56
Appears in 1 contract
Samples: Indenture (First Chicago NBD Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and contained in the Securities of one or more series and in compliance with Article 8; orthis Indenture or any supplemental indenture;
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or any premium or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form, in each case to the extent then permitted under the U.S. Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations thereunder; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.9(b); or
(9) (A) to close this Indenture with respect to the authentication and delivery of additional series of Securities or (B) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture; provided such action under clause (B) shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; or
(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 4.1, 13.2 or 13.3; provided that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of such series and any series; or
(11) to make related coupons or any change that does not adversely affect the rights other series of Securities in any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (GREAT PANTHER MINING LTD)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Company;
(2) to evidence the succession of another Person to the Company, or to comply with any requirement successive successions, and the assumption by the successor corporation of the Commission or otherwise in connection with covenants, agreements and obligations of the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orCompany pursuant to Article VIII;
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or;
(4) to add to one or change any more guarantees for the benefit of Holders of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; orSecurities;
(5) to add to, change or eliminate any of secure the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or;
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or;
(7) subject to any limitations established pursuant to Section 3.1, to provide for the issuance of additional Securities of any series;
(8) to establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1;
(9) to comply with the rules of any applicable Depositary;
(10) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form;
(11) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no Security described in clause (A)(i) Outstanding;
(12) to cure any ambiguity, to correct or supplement any provision herein of this Indenture which may be defective or inconsistent with any other provision herein, ;
(13) to cure change any ambiguity or omission, to correct any mistake, or to conform to any prospectus other provision under this Indenture; provided that such action pursuant to which this clause (13) shall not adversely affect the interests of the Holders of Securities of any series were offered; orin any material respect;
(1014) to make supplement any other of the provisions with respect of this Indenture to matters such extent as shall be necessary to permit or questions arising under this Indenturefacilitate the defeasance and discharge of any series of Securities pursuant to Section 4.1, Section 13.2 and Section 13.3; provided that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of such series or any series; orother series of Securities in any material respect;
(1115) to make comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; and
(16) to add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided that such action does not adversely affect the rights or interests of any HolderHolder of Securities in any material respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series)Default; or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or
(9) to provide for any rights of the Holders of Securities of any series to require the repurchase of Securities of such series from the Company; or
(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; series in any material respect or
(11) , in the case of the Securities of a series issued to make a Trust and for so long as any change that does not adversely affect of the rights corresponding series of any HolderPreferred Securities issued by such Trust shall remain outstanding, the holders of such Preferred Securities.
Appears in 1 contract
Samples: Indenture (Ingersoll Rand Co)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company each Issuer, when authorized by a Board ResolutionResolution of such Issuer, the Subsidiary Guarantors, when authorized by their respective Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, an Issuer or successive successions, any Subsidiary Guarantor and the assumption by any such successor of the covenants and obligations of the Company such Issuer or Subsidiary Guarantor herein and in the Securities in compliance with Article 8or Subsidiary Guarantee, as the case may be; or
(2) to add to the covenants of the Company Issuers for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActIssuers; or
(3) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; orchange
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect.
(10) to establish any Subsidiary Guarantors pursuant to Section 1502. SECTION 902. Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuers, any Subsidiary Guarantor and the Trustee, each Issuer, when authorized by a Board Resolution of such Issuer, such Subsidiary Guarantor, when authorized by their respective Board Resolutions, and the Trustee may 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 modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,
(1) change the Stated Maturity of the principal of, or any instalment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders, or
(112) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or
(3) modify any of the provisions of this Section, Section 513 or Section 1008, except to make increase any change such percentage or to provide that does certain other provisions of this Indenture cannot adversely be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or
(4) modify any of the provisions of this Indenture relating to the subordination of any Securities or the Subsidiary Guarantees in a manner adverse to the Holders. 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 the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any Holderother series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Iridium Facilities Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Defaults or Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Defaults or Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Defaults or Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (Ai) shall neither (iA) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (iiB) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (Bii) shall become effective only when there is no such Security then Outstanding; or
(6f) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.13.01; or
(8) h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (i) shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (M&t Bank Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company contained herein and in the Securities in compliance with Securities, pursuant to Article 8VIII; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series 55 61 of Securities, stating that such covenants are expressly being included solely for the benefit of such one or more specified series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such one or more specified series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6e) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7f) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or
(9h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries or, in the case of the Securities of a series issued to an ONB Trust and for so long as any of the corresponding series of Capital Securities issued by such ONB Trust are outstanding, the holders of such Capital Securities, in any material respect; or
(11i) to make any change that does not adversely affect comply with the rights requirements of any Holderthe Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.
Appears in 1 contract
Samples: Indenture (Onb Capital Trust Iv)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person corporation to the Company, or successive successions, Company as obligor under this Indenture and the Securities and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default, may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or any premium or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form; PROVIDED, HOWEVER, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(5e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided PROVIDED that any such addition, change or elimination (A) shall neither (i) not apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6f) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7g) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 201 and 3.1301, including the provisions and procedures, if applicable, relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or
(8) h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; PROVIDED, provided HOWEVER, that such actions shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; PROVIDED, HOWEVER, that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of such series and any series; or
(11) to make related coupons or any change that does not adversely affect the rights other series of Securities and any Holderrelated coupons in any material respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any series, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successions, rights of the Company and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company contained herein and in the Debt Securities in compliance with Article 8and Coupons, if any; or
(2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any one or more series of Debt Securities and the Coupons, if any, appertaining thereto (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of applicable to less than all series of Securitiesseries, stating that such additional Events of Default are expressly being included solely for the benefit of to be applicable to such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities of any series in bearer form, registrable or not registrable as to principalregistrable, and with or without interest couponsCoupons, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Debt Securities of any series in global form or uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of any series or any related Coupons in any material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Outstanding Debt Security or Coupon of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect provision and as to which such provision, or (B) shall become effective when there is no Security then Outstandingsupplemental indenture would apply; or
(6) to add secure the Debt Securities or to provide for a guaranty or guarantees that any of the Company's obligations under any series of the Debt Securities shall be guaranteed and the terms and conditions for the release or additional obligors on the Securitiessubstitution of such security or guarantee; or
(7) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article IV or XV, provided that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities or any related Coupons in any material respect; or
(8) to establish the form or terms of Debt Securities and Coupons, if any, of any series as permitted by Sections 2.1 and 3.1, including providing for conversion or other rights as contemplated by Section 3.1; or
(8) 9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.10; or
(910) to modify the provisions of Article XVIII (except with respect to any Outstanding Debt Securities, to the extent prohibited by Section 11.2 (5);
(11) to cure any ambiguity, or to correct or supplement any provision herein which or in any supplemental indenture that may be defective or inconsistent with any other provision herein, to cure eliminate any ambiguity conflict between the terms hereof and the Trust Indenture Act or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture, ; provided such action other provisions shall not adversely affect the rights interests of the Holders of Outstanding Debt Securities or Coupons, if any, of any Holder series created prior to the execution of Securities of such supplemental indenture in any series; or
(11) to make any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Samples: Subordinated Indenture (Talx Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board ResolutionResolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto for any one or more of the following purposes:
(1a) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Securities of one or more series;
(b) to add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities, as herein set forth, other conditions, limitations and restrictions thereafter to be observed;
(c) to evidence the succession of another Person entity to the Company, or successive successions, and the assumption by any such the successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with pursuant to Article 8; orIX;
(2d) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company considers to be for the benefit protection of the Holders of any one Securities or more series of Securities Coupons (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a Default in any such additional covenants, mortgage restrictions, conditions or pledge provisions an Event of Default (and, if such Event of Default is applicable to less than all series of Securities specifying the series to which such Event of Default is applicable) permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; PROVIDED that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular grace period after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to or with the Trustee upon such an Event of Default or otherwise secure any series may limit the right of the Securities, including provisions regarding Holders of a majority in aggregate principal amount of the circumstances under Securities of such series to waive such an Event of Default;
(e) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which collateral may be released defective or substitutedinconsistent with any other provision contained herein or in any supplemental indenture, or to surrender make any right or power herein conferred upon other provisions as the Company may deem necessary or to comply with any requirement desirable, PROVIDED that no such action adversely affects the interests of the Commission Holders of the Securities or otherwise Coupons taken as a whole;
(f) to modify or amend this Indenture in connection with such a manner as to permit the qualification of this Indenture or any Indenture supplemental indenture hereto under the Trust Indenture Act as then in effect, except that nothing herein contained permits or authorizes the inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act; or;
(3g) to add guarantees with respect to the Securities or to secure the Securities;
(h) to make any additional Events of Default for change that does not adversely affect the benefit rights of the Holders of any one the Securities taken as a whole;
(i) to establish the forms or more series terms of Securities (of any series or Coupons as permitted by Sections 2.1 and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or2.3;
(4j) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, otherwise change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture; PROVIDED, provided HOWEVER, that any such addition, change or elimination (A) shall neither (i) apply to any becomes effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or;
(6k) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be is necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or;
(9l) to correct add to or supplement change any provision herein which of the provisions of this Indenture to provide that Bearer Securities may be defective or inconsistent with any other provision hereinregistrable as to principal, to cure change or eliminate any ambiguity restrictions on the payment of principal on Registered Securities or omissionof principal or any interest on Bearer Securities, to correct any mistakepermit Registered Securities to be exchanged for Bearer Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations, or to conform to any prospectus pursuant to which permit the issuance of uncertificated Securities of any series were offered; or
(10) and to make all appropriate changes for such purposes; PROVIDED any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights interests of the Holders of Securities of any Holderseries or any Coupons in any material respect; or
(m) to add to or change any of the provisions of this Indenture as are necessary or desirable to establish that Bearer Securities are issued under arrangements reasonably designed to ensure that they are sold or resold in connection with their original issuance only to a person who is a Non-U.S. Person or who is a U.S. Person that is a financial institution purchasing for its own account or for the account of a customer and that agrees to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Code and the regulations thereunder or any successor provisions thereto (including without limitation the procedures and other requirements necessary to satisfy the conditions set forth in Section 163(f)(2)(B) of the Code), and any other requirements that must be complied with in order to avoid the disallowance of an interest deduction by the Company with respect to interest paid on Bearer Securities and any Coupons, the imposition of an excise tax on the Company with respect to the Bearer Securities and any Coupons or the disallowance from exemption from withholding tax on interest paid on the Bearer Securities and any Coupons. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee is not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.2.
Appears in 1 contract
Samples: Indenture (Ecolab Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities, the Company Company, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto Supplemental Indentures hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Companycure any ambiguity, defect, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; orinconsistency;
(2) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the Holders of Securities of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of that series or those series specified in such seriesSupplemental Indenture), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a Default in any such additional covenants, mortgage restrictions or pledge conditions a Default or an Event of Default permitting the enforcement of all or any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise several remedies provided in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities as herein set forth (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of that series or those series specified in such seriesSupplemental Indenture); orprovided, however, that in respect of any such additional covenant, restriction or condition such Supplemental Indenture may provide for a particular period of grace after Default (which period may be shorter or longer than allowed in the case of other Defaults, but shall not exceed 90 days) or may provide for any immediate enforcement upon such Default or may limit the remedies available to be exercised by the Trustee in its discretion upon such Default but may not limit the remedies available to be exercised by the Holders;
(43) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or;
(54) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, ; provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture Supplemental Indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or;
(5) to provide for collateral for or guarantors of the Securities of any series;
(6) to add or provide for a guaranty or guarantees evidence the succession of another Person to the Company, and the assumption by any such successor of the obligations of the Company, herein and in the Securities or additional obligors on the Securities; orin accordance with Article VII;
(7) to establish modify, eliminate or add to the form or terms provisions of Securities of any series as permitted by Sections 2.1 and 3.1; orthis Indenture to comply with the TIA;
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or9.8;
(9) to correct establish the form or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which terms of Securities of any series were offered; oras permitted by Section 2.1 and 3.1;
(10) to make add to or change any other of the provisions of this Indenture with respect to matters any Securities that by their terms may be converted into securities or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of other property other than Securities of any series; orthe same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Securities;
(11) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded; or
(12) to provide for the payment by the Company of additional amounts in respect of taxes imposed on certain Holders and for the treatment of such additional amounts as interest and for all matters incidental thereto. Upon the written request of the Company accompanied by a Board Resolution authorizing the execution of any such Supplemental Indenture, and upon receipt by the Trustee of any Officers’ Certificate or Opinion of Counsel requested under Section 9.2(b) hereof, the Trustee shall join with the Company in the execution of any Supplemental Indenture authorized or permitted by the terms of this Indenture and to make any change further appropriate agreements and stipulations that does may be therein contained, but the Trustee shall not adversely affect the rights of any Holderbe obligated to (but may in its discretion) enter into such Supplemental Indenture that affects its own rights, duties, liabilities or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Mohawk Industries Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
: (1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.11; or (iii) to add to the requirements covenants of Section 6.11the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
or (9iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this the Indenture, provided that such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries or any related coupons in any material respect; or
or (11v) to make add any additional defaults or Events of Default with respect to all or any series of the Securities (and, if such defaults or Event of Default is applicable to less than all series of Securities, specifying the series to which such default or Event of Default is applicable); or (vi) to add to, change or eliminate any of the provisions of this Indenture to provide that does Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the rights interests of the Holders of Securities of any Holder.series or any related coupons in any material respect; or 50
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series)Default; or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or
(9) to provide for any rights of the Holders of Securities of any series to require the repurchase of Securities of such series from the Company; or
(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Ingersoll Rand Co)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.11; or
(9iii) to add to the covenants of the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are 95 84 expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
(iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under the Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(v) to add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); or
(vi) to add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(vii) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or
(ix) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other securities; or
(x) to evidence any changes to Section 8.09 as permitted by the terms thereof; or
(xi) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; provided such action shall not adversely affect the rights interest of any Holder Holders of Securities of any series; or
(11) to make series or any change that does not adversely affect the rights of appurtenant coupons in any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Banc One Corp /Oh/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the The Company , when authorized by a resolution of its Board Resolutionof Directors, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto for any of the following purposes:
(1a) to evidence the succession of another Person corporation to the Company, Company or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company set forth herein and in the Securities in compliance with Article 8; orand any Coupons;
(2b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as their respective Boards of Directors and the Trustee shall consider to be for the benefit protection of the Holders of all or any one or more series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company and to make the occurrence, or to comply with the occurrence and continuance, of a default in any requirement of such additional covenants, restrictions, conditions or provisions a default or an Event of Default permitting the enforcement of all or any of the Commission or otherwise several remedies provided in connection with the qualification of this Indenture as herein set forth, provided, however, that in respect of any such additional covenant, restriction, condition or any provision such supplemental indenture under may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the Trust Indenture Act; or
(3case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to add any additional Events of Default for the benefit Trustee upon such default or may limit the right of the Holders of any one or more a majority in aggregate principal amount of the Securities of that series of Securities (and if to waive such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); ordefault;
(4c) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or ; to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any restrictions on the payment of the provisions principal of this Indenture in respect of one or more series of any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations; provided that any such addition, addition or change or elimination (A) shall neither (i) apply to any Outstanding Security not materially adversely affect the interests of the Holders of Securities of any series created prior or any related Coupons in any material respect;
(d) to the execution of such cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture and entitled to the benefit of such provisionwhich may be defective or inconsistent with any other provisions contained herein or in any supplemental indenture, or (ii) modify to convey, transfer, assign, mortgage or pledge any property to or with the rights of any Holder of any Outstanding Security with respect to such provisionTrustee, or (B) to make such other provisions in regard to matters or questions arising under this Indenture, provided, that no such action shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees adversely affect the interests of the Holders of the Securities or additional obligors on the Securities; orof any series in any material respect;
(7e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or2.2;
(8) f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.117.11;
(g) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is materially adversely affected by such change in or elimination of such provision;
(h) if allowed under applicable laws and regulations, to permit payment in the United States of principal, premium or interest on Bearer Securities or Coupons, if any;
(i) to provide for the issuance of uncertificated Securities of one or more series in addition to or in place of certificated securities; or
(9j) to correct or supplement any provision herein which may be defective or inconsistent with make any other provision herein, change to cure any ambiguity this Indenture or omission, to correct any mistake, the form or to conform to any prospectus pursuant to which terms of Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall which does not adversely affect have a materially adverse effect on the rights interests of any Holder the Holders of the Securities of any series; or
(11) . The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any change that does not adversely affect further appropriate agreements and stipulations which may be therein contained and to accept the rights conveyance, transfer, assignment, mortgage or pledge of any Holderproperty thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.1 may be executed by the Company and the Trustee without the consent of the Holders of any of the Securities of each series affected by such supplemental indenture at the time Outstanding, notwithstanding any of the provisions of Section 10.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Defaults or Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Defaults or Events of Default are -49- 59 to be for the benefit of less than all series of Securities, stating that such additional Defaults or Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or
(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Dime Bancorp Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Holders of any one all of the Securities or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securitiesthereof, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent provide that Bearer Securities may be registrable as shall be necessary to Principal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) on the 44 payment of Principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or facilitate to permit the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(74) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.12.3(a), respectively; or
(8) 5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.117.8; or
(6) to cure any ambiguity, defect or inconsistency; or
(7) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), PROVIDED that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision; or
(8) to secure the Securities; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any HolderSecurityholder in any material respect.
Appears in 1 contract
Samples: Indenture (Walt Disney Co/)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debt Securities, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to such Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successionsCompany pursuant to Article 8, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Debt Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any one or more particular series of Debt Securities (and and, if such covenants are to be for the benefit of less fewer than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of with respect to any one or more all series of Debt Securities (and and, if any such additional Events Event of Default are applies to be for the benefit of less fewer than all series of Debt Securities, stating that each series to which such additional Events Event of Default are expressly being included solely for the benefit of such seriesapplies); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Debt Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provisionprovision and as to which such supplemental indenture would apply; or
(5) to evidence and provide for the acceptance of appointment hereunder of a Trustee other than Firstar Bank, N.A. as Trustee for a series of Debt Securities and to add to or (ii) modify change any of the rights provisions of any Holder this Indenture as shall be necessary to provide for or facilitate the administration of any Outstanding Security with respect the trusts hereunder by more than one Trustee, pursuant to such provision, or (B) shall become effective when there is no Security then Outstandingthe requirements of Section 6.9; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or
(7) to establish the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to be observed; or
(8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and discharge of any series of Debt Securities pursuant to Section 4.1; provided, however, that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or
(9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or
(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure convey, transfer, assign, mortgage or pledge any ambiguity property to or omission, to correct any mistake, or to conform to any prospectus pursuant to which with the Trustee for the Debt Securities of any series were offered; or
(10) or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder the Holders of Debt Securities of any series; or
(11) to make particular series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board ResolutionResolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officer’s Certificate), the Guarantors and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall in each case conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for any one or more of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of any series, any property or assets;
(b) to evidence the assumption of the Company’s or with any Guarantor’s obligations to Holders of the Trustee Securities of any series by a successor permitted under Article 8 in the case of a merger, amalgamation or otherwise secure consolidation of the Company or such Guarantor or sale of all or substantially all of the assets of the Company or such Guarantor;
(c) to add to the covenants of the Company or any Guarantor such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the protection of the Holders of all or any series of the Securities, including and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions regarding an Event of Default permitting the circumstances under enforcement of all or any of the several remedies provided in this Indenture; provided, however, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which collateral period may be released shorter or substitutedlonger than that allowed in the case of any defaults specified herein) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to surrender make any right or power herein conferred upon other provisions as the Company may deem necessary or desirable; provided, however, that no such provisions shall materially adversely affect the interests of the Holders of Securities of any series;
(e) to evidence and provide for the acceptance of the appointment of a successor Trustee pursuant to Section 6.08;
(f) to provide for uncertificated Securities of any series in addition to or in place of certificated Securities of such series or to alter the provisions of Article 3 (including the related definitions) in a manner that does not materially and adversely affect any Holder of Securities of such series;
(g) to conform the text of this Indenture, the Securities of any series or the Security Guarantees to any provision of the “Description of the Actavis Funding SCS Debt Securities” or the “Description of the Notes,” as applicable, in the related prospectus or prospectus supplement for such series to the extent that such provision in the “Description of the Actavis Funding SCS Debt Securities” or the “Description of the Notes,” as applicable, was intended to be a verbatim recitation of a provision of this Indenture or the Securities of such series which intent shall be evidenced by an Officer’s Certificate to that effect;
(h) to provide for the issuance of additional Securities of any series in accordance with the limitations set forth herein as of the date hereof;
(i) to make any change that would provide any additional rights or benefits to the Holders of all or any series of Securities or that does not adversely affect the legal rights hereunder of any such Holder or any holder of a beneficial interest in the Securities of such series in a material manner;
(j) to comply with any requirement requirements of the Commission in order to effect or otherwise in connection with maintain the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or;
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7k) to establish the form or terms of Securities of any series as permitted by Sections 2.1 2.01 and 3.1; or3.01;
(8) l) to evidence and secure the Company’s or any Guarantor’s obligations in respect of the Securities of any series;
(m) in the case of convertible or exchangeable Securities of any series, subject to the provisions of the supplemental indenture for such series of Securities, to provide for conversion rights, exchange rights and/or repurchase rights of Holders of such series of Securities in connection with any reclassification or change of the acceptance Company’s common stock or in the event of appointment hereunder by a successor Trustee any amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Company or its subsidiaries substantially as an entirety occurs;
(n) in the case of convertible or exchangeable Securities of any series, to reduce the conversion price or exchange price applicable to such series of Securities;
(o) in the case of convertible or exchangeable Securities of any series, to increase the conversion rate or exchange ratio in the manner described in the supplemental indenture for such series of Securities, provided that the increase will not adversely affect the interests of the Holders of the Securities of such series in any material respect;
(p) any other action to amend or supplement this Indenture or the Securities of any series as set forth in the supplemental indenture with respect to the Securities of one that series as otherwise permitted by this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 6.02, the Trustee shall join with the Company and the Guarantors in the execution of any supplemental indenture authorized or more series permitted by the terms of this Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to add accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or change immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities then outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder7.02.
Appears in 1 contract
Samples: Indenture (Warner Chilcott LTD)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 88 ; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the written consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more indentures supplemental hereto for to undertake clarifications and certain other changes that would not adversely affect Holders in any of the following purposesmaterial respect, including changes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Article 8; orSecurities;
(2) to add to the covenants of the Company such new covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or;
(3) to add make the occurrence, or the occurrence and continuance, of a default in any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events covenants, restrictions, conditions or provisions pursuant to Section 9.1(2) an Event of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orDefault;
(4) to modify, eliminate or add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate effect the issuance qualification of Securities in bearer form, registrable or not registrable as to principalthe indenture under the Trust Indenture Act, and with or without interest couponsto add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, or excluding however, the provisions referred to permit or facilitate in Section 316(a)(2) of the issuance of Securities in global form or uncertificated form; orTrust Indenture Act;
(5) to add tocure any ambiguity, change to correct or eliminate supplement any of the provisions of this Indenture provision herein or in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, which may be defective or (ii) modify the rights of inconsistent with any Holder of other provisions herein or in any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; orsupplemental indenture;
(6) to add or provide for a guaranty or guarantees of secure the Securities of all or additional obligors on the Securities; orany series;
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b);
(8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1, including any subordination provisions, to issue Securities and, if specified in the applicable supplemental indenture, additional Securities, thereunder; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Issuers, when authorized by a Board Resolutionthe Parent, the Subsidiary Guarantors and the Trustee, at any time and from time to time, may enter amend or supplement this Indenture or the Securities of any series by entering into one or more indentures supplemental hereto hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; orinconsistency;
(2) to add to the covenants of the Company provide for the benefit of the Holders of any one or more series of uncertificated Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property in addition to or with the Trustee or otherwise secure any series in place of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or certificated notes;
(3) to comply with any requirement the requirements of the Commission in order to effect or otherwise in connection with maintain the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or;
(34) to evidence and provide for the acceptance of appointment by a successor Trustee;
(5) to conform the terms of this Indenture, the Securities or any Guarantee to any provision or other description of such Securities or Guarantee, as the case may be, contained in any applicable offering document related thereto;
(6) to provide for the assumption by a successor corporation, partnership, trust or limited liability company of Issuers’ or any Guarantor’s obligations under this Indenture, the Securities or any applicable Guarantee, in each case in compliance with the provisions thereof;
(7) to add any additional Events of Default for Guarantor or to evidence the benefit of the Holders release of any one Guarantor from its Guarantee under this Indenture or more series the Securities of Securities (and if such additional Events of Default are to be for any series, in each case in compliance with the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); orprovisions thereof;
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) 8) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and Section 3.1; or;
(8) 9) to evidence and provide for the acceptance issuance of appointment hereunder by a successor Trustee any additional Securities under this Indenture;
(10) to comply with respect the rules of any applicable securities depository;
(11) to make any change that would provide any additional rights or benefits to the Holders of the Securities of one any series (including to secure the Securities of such series, add Guarantees with respect thereto, transfer any property to or more series and to with the Trustee, add to or change any the Issuers’ covenants for the benefit of the provisions Holders, add any additional Events of Default for the Securities, or surrender any right or power conferred upon the Issuers or any Guarantor) or that does not adversely affect the legal rights hereunder of any Holder in any material respect;
(12) to change or eliminate any restrictions on the payment of principal (or premium, if any) on Securities in registered form; provided that any such action shall not adversely affect the interests of the Holders of any series of Securities in any material respect;
(13) to supplement any provision of this Indenture as shall be necessary to provide for permit or facilitate the administration defeasance and discharge of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent Securities in accordance with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, ; provided that such action shall not adversely affect the rights interests of any Holder of the Holders of any series of Securities in any material respect;
(14) to change or eliminate any of the provisions of this Indenture so long as such change or elimination does not affect any seriesSecurities which are outstanding under this Indenture prior to the effectiveness of such change or elimination; or
(1115) to make any change that does not adversely affect the rights interests of any HolderHolder of the Securities of any series. Any supplemental indenture authorized by the provisions of this Section 9.1 may be executed by the Issuers, any Guarantor and the Trustee without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.11; or
(9iii) to add to the covenants of the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
(iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this the Indenture, ; provided that such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries or any related coupons in any material respect; or
(11v) to make add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); or
(vi) to add to, change or eliminate any of the provisions of this Indenture to provide that does Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided any such action shall not adversely affect the rights interests of any Holder.the Holders of
Appears in 1 contract
Samples: Indenture (Waste Connections Inc/De)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities all as provided in compliance with Article 8Eleven; or
(2b) to add to the one or more covenants of the Company or other provisions for the benefit of the Holders of all or any one or more series of Securities Securities, or any Tranche thereof or to surrender any right or power herein conferred upon the Company (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities Outstanding hereunder (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions provision of this Indenture in respect or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of one or more series the Holders of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security Securities of any series created prior to or Tranche Outstanding on the execution date of such supplemental indenture and entitled to the benefit of in any material respect, such provisionchange, elimination or (ii) modify the rights of any Holder of any Outstanding Security addition shall become effective with respect to such provision, series or (B) shall become effective Tranche only pursuant to the provisions of Section 1202 hereof or when there is no Security then of such series or Tranche remains Outstanding; or
(6e) to add or provide collateral security for a guaranty or guarantees of the Securities or additional obligors on the Securitiesof any series; or
(7f) to establish the form or terms of Securities of any series or Tranche or any Guarantees as permitted contemplated by Sections 2.1 201 and 3.1301; or
(8) g) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or
(h) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11911(b); or
(9i) to provide for the procedures required to permit the Company to utilize, at its option, a non certificated system of registration for all, or any series or Tranche of, the Securities; or
(j) to change any place or places where (1) the principal of and premium, if any, and interest on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; or
(k) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such action other changes or additions shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series or Tranche in any change that does not adversely affect material respect. Without limiting the rights generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any Holder.time thereafter shall be amended and
Appears in 1 contract
Samples: Subordinated Indenture (Southwestern Electric Power Co)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8; or
(2a) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or any Guarantor hereunder, under any indenture supplemental hereto or under any series of Securities;
(b) to comply with evidence the succession of another Person to the Company or any requirement Guarantor, or successive successions, and the assumption by the successor Person of the Commission covenants, agreements and obligations of the Company or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; orsuch Guarantor pursuant to Article 8;
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or;
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; ornew Guarantors;
(5e) to add to, change or eliminate any of provide for the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security release of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security Guarantor in accordance with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; orthis Indenture;
(6f) to add or provide for a guaranty or guarantees of the Securities or additional obligors on secure the Securities; or;
(7g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or;
(9h) to provide for the issuance of additional Securities of any series;
(i) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01;
(j) to comply with the rules of any applicable Depositary;
(k) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form;
(l) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (1) shall neither (a) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (b) modify the rights of the Holder of any such Security with respect to such provision or (2) shall become effective only when there is no Security described in clause (A) Outstanding;
(m) to cure any ambiguity, to correct or supplement any provision herein of this Indenture which may be defective or inconsistent with any other provision herein, ;
(n) to cure change any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which other provision contained in the Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, ; provided that such action pursuant to this clause (n) shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries in any material respect; orand
(11o) to make conform any change that does not adversely affect provision of this Indenture or the rights Securities of any Holderseries to the description of such Securities contained in the Company’s prospectus, prospectus supplement, offering memorandum or similar document with respect to the offering of the Securities of such series.
Appears in 1 contract
Samples: Indenture (KKR & Co. Inc.)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Companies and the Guarantor, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to either of the Company, Companies or successive successions, the Guarantor and the assumption by any such successor of the covenants and obligations of either of the Company Companies or the Guarantor contained herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company Companies or the Guarantor for the benefit of the Holders of all or any one or more series of Securities (and and, if such covenants are to be for the benefit of or less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Companies or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActGuarantor; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and and, if such additional Events of Default are to be for the benefit of or less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, Indenture; provided that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, ; or
(5) to secure the Securities pursuant to the requirements of Section 1009 or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstandingotherwise; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
(8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11609(b); oror (8) To effect the release of USI Atlantic under the Guarantee or the release of USIAH from its obligations under the Securities pursuant to Section 1206.
(9) to close this Indenture with respect to the authentication and delivery of additional series of Securities, to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, ; provided such action shall not materially adversely affect the rights interests of any Holder the Holders of Securities of any series;
(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not materially adversely affect the interests of the Holders of Securities of such series or any other series of Securities; or
(11) to make comply with any change that does not adversely affect requirement of the rights Commission in connection with the qualification of any Holderthe Indenture under the TIA.
Appears in 1 contract
Samples: Indenture (Us Industries Inc /De)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person corporation to the Company, or successive successions, Company as obligor under this Indenture and the Securities and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2b) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3c) to add any additional Events of Default for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); PROVIDED, HOWEVER, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default, may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of or any premium or interest couponson Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form; PROVIDED, HOWEVER, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(5e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided PROVIDED that any such addition, change or elimination (A) shall neither (i) not apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6f) to add secure the Securities or to provide for a guaranty or guarantees that any of the Company's obligations under any series of the Securities or additional obligors on this Indenture shall be guaranteed and the Securitiesterms and conditions for the release or substitution of such security or guarantee; or
(7g) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.1, including the provisions and procedures, if applicable, relating to Securities convertible into Common Stock or Preferred Stock, as the case may be; or
(8) h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder.provisions
Appears in 1 contract
Samples: Indenture (Excel Legacy Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Corporation, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to To evidence the succession of another Person to the CompanyCorporation, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company Corporation herein and in the Securities in compliance with Article 88 ; or
(2) to To add to the covenants of the Company Corporation for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Corporation or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to To add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to To add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to To add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to To add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to To establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to To evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11 ; or
(9) to To correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to To make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to To make any change that does not adversely affect the rights of any Holder.
Appears in 1 contract
Samples: Indenture (FNB Corp/Fl/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more indentures supplemental hereto for any of the following purposes:
(1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or to comply with Section 5.04;
(B) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Company, pursuant to Article 8; orXII;
(2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any one or more series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for the benefit of such seriesapplicable), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage agreements, restrictions or pledge conditions a default or an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, however, that, in respect of any such additional covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to or with the Trustee upon such default or otherwise secure may limit the right of the Holders of a majority in aggregate principal amount of the Securities of a particular series to waive such default;
(D) to add, delete or modify any Events of Default with respect to all or any series of the Securities, including provisions regarding the circumstances under form and terms of which collateral are being established pursuant to such supplemental indenture as permitted in Sections 2.01, 3.01 and 3.03 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable) and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(E) to prohibit the authentication and delivery of additional series of Securities;
(F) to cure any ambiguity or to correct or supplement any provision contained herein in any supplemental indenture which may be released defective or substituted, to surrender any right or power herein conferred upon the Company or to comply inconsistent with any requirement of the Commission other provisions contained herein or otherwise in connection any supplemental indenture;
(G) to make such other provisions in regard to matters or questions arising under this Indenture as shall not be inconsistent with the qualification provisions of this Indenture or any supplemental indenture under and shall not adversely affect the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit interests of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees holders of the Securities or additional obligors on the Securities; orin any material respect;
(7H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.1 2.01, 3.01 and 3.13.03, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; orand
(8) I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) 7.11. Upon request of the Company, accompanied by a Board Resolution, the Trustee is hereby authorized to correct or supplement join with the Company in the execution of any provision herein such supplemental indenture, to make any further appropriate agreements and stipulations which may be defective or inconsistent with any other provision hereintherein contained and to accept the conveyance, to cure any ambiguity or omissiontransfer, to correct any mistakeassignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to conform enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. In addition, the Trustee shall not be obligated to enter into any prospectus pursuant to supplemental indenture which provides for the issuance of Securities of any series were offered; or
(10) denominated in a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to make any other properly fulfill its obligations hereunder and thereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. Any supplemental indenture authorized by the provisions with respect to matters or questions arising under of this Indenture, provided such action Section 11.01 shall be executed by the Company and the Trustee and shall not adversely affect require the rights consent of the Holders of any Holder of the Securities of any series; or
(11) to make any change that does not adversely affect at the rights of any Holdertime outstanding, notwithstanding Section 11.02.
Appears in 1 contract
Samples: Indenture (Baxalta Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, The Issuer and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto for any of the following purposes:
(1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets;
(b) to evidence the succession of another Person entity to the CompanyIssuer, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Issuer pursuant to Article 8; orNine;
(2c) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders of all or any one or more series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, Securities stating that such covenants are expressly being included solely for the benefit of such series), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage restrictions, conditions or pledge provisions an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events such an Event of Default for or may limit the benefit right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(d) to cure any one ambiguity or more inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities;
(and if such additional Events of Default are e) to be provide for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of issuance under this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not coupon form (including Securities registrable as to principalprincipal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; ormake all appropriate changes for such purpose;
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7f) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or2.3, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed;
(8) g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; or;
(9h) to correct or supplement evidence any provision herein which may be defective or inconsistent with any other provision herein, changes to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus this Indenture pursuant to which Securities of any series were offered; orSections 6.10, 6.11 or 6.12 hereof as permitted by the terms thereof;
(10i) to make delete or modify any other provisions Events of Default with respect to matters any series of the Securities, the form and terms of which are being first established as permitted in Section 2.3 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(j) to add to or questions arising under change any of the provisions of this IndentureIndenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; orseries in any material respect;
(11k) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
(l) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;
(m) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities;
(n) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities;
(o) to provide for uncertificated securities in addition to certificated securities;
(p) to supplement any Holderof the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; and
(q) to prohibit the authentication and delivery of additional series of Securities. The Trustee is hereby authorized to join in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without The Issuer and the Trustee may amend the Indenture or the Securities or enter into an indenture supplemental hereto without notice to or the consent of any HoldersHolder to
(a) to cure any ambiguity, the Company , when authorized by a Board Resolution, and the Trustee, at defect or inconsistency;
(b) to provide for uncertificated Securities of any time and from time series in addition to time, may enter into one or more indentures supplemental hereto for any in place of certificated Securities of the following purposes:applicable series;
(1c) to comply with Article 8 in the case of a merger or consolidation;
(d) to maintain the qualification of the Indenture under the Trust Indenture Act;
(e) to evidence and provide for the succession acceptance of another Person appointment by a successor Xxxxxxx;
(f) to conform the Companytext of this Indenture or the terms of the Securities of any series to any prospectus, offering memorandum, offering circular or successive successions, and any other document pursuant to which the Securities of such series were offered;
(g) to establish the form or terms of Securities of any series;
(h) to provide for the assumption by any such a successor corporation, partnership, trust or limited liability company of the covenants and Issuer’s obligations to the Holders of the Company herein and Securities of any series, in the Securities each case in compliance with Article 8the applicable provisions of the Indenture; or
(2i) to make any change that would provide any additional rights or benefits to the Holders of Securities of any series (including to secure Securities of any series, add guarantees with respect thereto, to add to the covenants of the Company Issuer for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such the applicable series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest couponsIssuer, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall does not adversely affect the legal rights under this Indenture of any Holder of Securities of any series; or
(11) series in any material respect. The Trustee is hereby authorized to join with the Issuer in the execution of any such amendment or supplemental indenture, to make any change that does not adversely affect further appropriate agreements and stipulations which may be therein contained and to accept the rights conveyance, transfer, assignment, mortgage or pledge of any Holderproperty thereunder, but the Trustee shall not be obligated to enter into any such amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this section may be executed without notice to and without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.
Appears in 1 contract
Samples: Indenture (Roper Industries Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Debt Securities, the Company Company, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any or all series, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to such Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successionsCompany pursuant to Article 8, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Debt Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any one or more particular series of Debt Securities (and and, if such covenants are to be for the benefit of less fewer than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of with respect to any one or more all series of Debt Securities (and and, if any such additional Events Event of Default are applies to be for the benefit of less fewer than all series of Debt Securities, stating that each series to which such additional Events Event of Default are expressly being included solely for the benefit of such seriesapplies); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of SecuritiesIndenture, provided provided, however, that any such addition, change or elimination (A) shall neither (i) apply to any become effective only when there is no Debt Security Outstanding Security of any series created prior to the execution of such supplemental indenture and which is entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect provision and as to which such provision, or (B) shall become effective when there is no Security then Outstandingsupplemental indenture would apply; or
(5) to evidence and provide for the acceptance of appointment hereunder of a Trustee other than Star Bank, N.A. as Trustee for a series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.9; or 54 - 50 -
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11(b); or
(7) to establish the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Debt Securities, as herein set forth, and other conditions, limitations and restrictions thereafter to be observed; or
(8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the satisfaction and discharge of any series of Debt Securities pursuant to Section 4.1; provided, however, that any such action shall not adversely affect the interests of the Holders of Debt Securities of such series or any other series of Debt Securities in any material respect; or
(9) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or
(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure convey, transfer, assign, mortgage or pledge any ambiguity property to or omission, to correct any mistake, or to conform to any prospectus pursuant to which with the Trustee for the Debt Securities of any series were offered; or
(10) or to surrender any right or power herein conferred upon the Company, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder the Holders of Debt Securities of any series; or
(11) to make particular series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.11; or
(9iii) to add to the covenants of the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
(iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this the Indenture, ; provided that such action shall not adversely affect -------- the rights interests of any Holder the Holders of Securities of any seriesseries or any related coupons in any material respect; or
(11v) to make add any additional Defaults or Events of Default with respect to all or any series of the Securities (and, if such Default or Event of Default is applicable to less than all series of Securities, specifying the series to which such Default or Event of Default is applicable); or
(vi) to add to, change or eliminate any of the provisions of this Indenture to provide that does Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided any such action -------- shall not adversely affect the rights interests of the Holders of Securities of any Holderseries or any related coupons in any material respect; or
(vii) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or
(viii) to establish the form or terms of Securities of any series as permitted by Sections 2.02 and 3.01; or
(ix) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other securities; or
(x) to evidence any changes to Section 8.09 as permitted by the terms thereof; or
(xi) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; provided such action shall not -------- adversely affect the interest of Holders of Securities of any series or any appurtenant coupons in any material respect.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolders of Securities or coupons, the Company Company, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person corporation to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants covenants, agreements and obligations of the Company for the benefit of the Holders of any one all of the Securities or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securitiesthereof, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent provide that Bearer Securities may be registrable as shall be necessary to Principal, to change or eliminate any restrictions (including restrictions relating to payment in the United States) on the payment of Principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or facilitate to permit the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(74) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.12.3(a), respectively; or
(8) 5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.117.8; or
(6) to cure any ambiguity, defect or inconsistency; or
(7) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), PROVIDED that any such addition, change or elimination shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision; or
(8) to remove the Guarantor and references to the Guaranty (as hereafter defined) upon the occurrence of the events specified in Section 12.3 of this Indenture;
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offeredsecure the Securities; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any HolderSecurityholder.
Appears in 1 contract
Samples: Indenture (Dc Holdco Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to evidence the succession of another Person to the CompanyCompany or the Guarantor, or successive successionsas the case may be, and the assumption by any such successor of the covenants and obligations of the Company or the Guarantor, as the case may be, herein and in the Securities or the Guarantees endorsed thereon, all as provided in compliance with Article 8Eleven; or
(2b) to add to the one or more covenants of the Company or the Guarantor or other provisions for the benefit of the Holders of all or any one or more series of Securities Securities, or any Tranche thereof or to surrender any right or power herein conferred upon the Company or the Guarantor (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3c) to add any additional Events of Default for the benefit of the Holders of with respect to all or any one or more series of Securities Outstanding hereunder (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions provision of this Indenture in respect or to add any new provision to this Indenture; provided, however, that if such change, elimination or addition shall adversely affect the interests of one or more series the Holders of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security Securities of any series created prior to or Tranche Outstanding on the execution date of such supplemental indenture and entitled to the benefit of in any material respect, such provisionchange, elimination or (ii) modify the rights of any Holder of any Outstanding Security addition shall become effective with respect to such provision, series or (B) shall become effective Tranche only pursuant to the provisions of Section 1202 hereof or when there is no Security then of such series or Tranche remains Outstanding; or
(6e) to add or provide collateral security for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7f) to establish the form or terms of Securities of any series or Tranche or any Guarantees as permitted contemplated by Sections 2.1 201 and 3.1301; or
(8) g) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or
(h) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11911(b); or
(9i) to provide for the procedures required to permit the Company to utilize, at its option, a non certificated system of registration for all, or any series or Tranche of, the Securities; or
(j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company or the Guarantor in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; or
(k) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such action other changes or additions shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series or Tranche in any change that does not adversely affect material respect. Without limiting the rights generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any Holder.time thereafter shall be amended and
Appears in 1 contract
Samples: Indenture (Pp&l Capital Funding Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.11; or
(9iii) to add to the covenants of the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
(iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under the Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect, or 98 86
(v) to add any additional Defaults or Events of Default with respect to all or any series of the Securities (and, if such Default or Event of Default is applicable to less than all series of Securities, specifying the series to which such Default or Event of Default is applicable); or
(vi) to add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(vii) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or
(viii) to establish the form or terms of Securities of any series as permitted by Sections 2.02 and 3.01, or
(ix) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other securities; or
(x) to evidence any changes to Section 8.09 as permitted by the terms thereof; or
(xi) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall not adversely affect the rights interest of any Holder Holders of Securities of any series; or
(11) to make series or any change that does not adversely affect the rights of appurtenant coupons in any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Banc One Corp /Oh/)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, the Guarantors, if any, when authorized by a Board Resolution, and the TrusteeTrustee for the Debt Securities of any series, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person Corporation to the Company, or successive successions, rights of the Company and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company contained herein and in the Debt Securities in compliance with Article 8or the Guarantees; or
(2) to add to the covenants of the Company Company, for the benefit of the Holders of all or any one or more series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Securitiesseries, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of applicable to less than all series of Securitiesseries, stating that such additional Events of Default are expressly being included solely for the benefit of to be applicable to such series); or
(4) to add change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Outstanding Debt Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or
(5) to secure the Debt Securities or change to provide that any of the Company’s obligations under any series of the Debt Securities shall be guaranteed, including by additional Guarantors, and the terms and conditions for the release or substitution of such security or guarantee; or
(6) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, defeasance and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security discharge of any series created prior of Debt Securities pursuant to the execution of such supplemental indenture and entitled to the benefit of such provision, Article IV or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the SecuritiesXV; or
(7) to establish the form or terms of Debt Securities or the Guarantees, if any, of any series as permitted by Sections 2.1 and 3.1, including providing for conversion or other rights as contemplated by Section 3.1; or
(8) to provide for Guarantees of the Debt Securities of any series and/or to specify the ranking of the obligations of each Guarantor under its respective Guarantee; or
(9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series of Debt Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section Sections 6.10 and 6.11; or
(910) to cure any ambiguity, or to correct or supplement any provision herein herein, or in any supplemental indenture, which may be defective or inconsistent with any other provision herein, to cure eliminate any ambiguity conflict between the terms hereof and the Trust Indenture Act or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided Indenture which shall not be inconsistent with any provision of this Indenture and as long as such action shall additional provisions do not adversely affect the rights interests of the Holders in any Holder of Securities of any seriesmaterial respect; or
(11) to change conversion rights in accordance with Section 16.4; or
(12) to make any change that does not adversely affect the rights interest of the holders of the Debt Securities in any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Energizer Holdings Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall, but only to the extent applicable, conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such supplemental indenture or indentures) for one or more indentures supplemental hereto for any of the following purposes:
(1A) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire or to comply with Section 5.04;
(B) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Company, pursuant to Article 8; orXII;
(2C) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any one or more series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for the benefit of such seriesapplicable), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage agreements, restrictions or pledge conditions a default or an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, however, that, in respect of any such additional covenant, agreement, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to or with the Trustee upon such default or otherwise secure may limit the right of the Holders of a majority in aggregate principal amount of the Securities of a particular series to waive such default;
(D) to add, delete or modify any Events of Default with respect to all or any series of the Securities, including provisions regarding the circumstances under form and terms of which collateral are being established pursuant to such supplemental indenture as permitted in Sections 2.01, 3.01 and 3.03 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable) and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(E) to prohibit the authentication and delivery of additional series of Securities;
(F) to cure any ambiguity, omission, mistake, defect or inconsistency, or to correct or supplement any provision contained in this Indenture or any supplemental indenture hereto which may be released defective or substituted, to surrender any right or power herein conferred upon the Company or to comply inconsistent with any requirement of the Commission other provisions contained therein;
(G) to make such other provisions in regard to matters or otherwise in connection questions arising under this Indenture as shall not be inconsistent with the qualification provisions of this Indenture or any supplemental indenture under and shall not adversely affect the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit interests of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees holders of the Securities or additional obligors on the Securities; orin any material respect;
(7H) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.1 2.01, 3.01 and 3.13.03, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; orand
(8) I) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) 7.11. Upon request of the Company, accompanied by a Board Resolution, the Trustee is hereby authorized to correct or supplement join with the Company in the execution of any provision herein such supplemental indenture, to make any further appropriate agreements and stipulations which may be defective or inconsistent with any other provision hereintherein contained and to accept the conveyance, to cure any ambiguity or omissiontransfer, to correct any mistakeassignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to conform enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. In addition, the Trustee shall not be obligated to enter into any prospectus pursuant to supplemental indenture which provides for the issuance of Securities of any series were offered; or
(10) denominated in a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to make any other properly fulfill its obligations hereunder and thereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. Any supplemental indenture authorized by the provisions with respect to matters or questions arising under of this Indenture, provided such action Section 11.01 shall be executed by the Company and the Trustee and shall not adversely affect require the rights consent of the Holders of any Holder of the Securities of any series; or
(11) to make any change that does not adversely affect at the rights of any Holdertime outstanding, notwithstanding Section 11.02.
Appears in 1 contract
Samples: Indenture (Baxter International Inc)
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.118.11; or
(9iii) to add to the covenants of the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
(iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(v) to add any additional Defaults or Events of Default with respect to all or any series of the Securities (and, if such Defaults or Event of Default is applicable to less than all series of Securities, specifying the series to which such Default or Event of Default is applicable); or
(vi) to add to, change or eliminate any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of (or premium, if any) or any interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or
(vii) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination (a) shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision or (b) shall not apply to any Securities Outstanding; or
(viii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or
(ix) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities convertible into other securities; or
(x) to evidence any changes to Section 8.09 as permitted by the terms thereof; or
(xi) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall not adversely affect the rights interest of any Holder Holders of Securities of any series; or
(11) to make series or any change that does not adversely affect the rights of appurtenant coupons in any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) 9.1.1 to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) 9.1.2 to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company Company; or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or--------------------------------------------------------------------------------
(3) 9.1.3 to add any additional Events of Default or Illegality Events for the benefit of the Holders of all or any one or more series of Securities (and if such additional Events of Default or Illegality Events are to be for the benefit of less than all series of Securities, stating that such additional Events of Default or Illegality Events are expressly being included solely for the benefit of such series); or
(4) 9.1.4 to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) 9.1.5 to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security with respect to such provision, provision or (B) shall become effective only when there is no such Security then Outstanding; or
(6) 9.1.6 to add or provide for a guaranty or guarantees of secure the Securities pursuant to the requirements of Article Ten or additional obligors on the Securitiesotherwise; or
(7) 9.1.7 to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) 9.1.8 to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) 9.1.9 to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause 9.1.9 shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
(11) to make series in any change that does not adversely affect the rights of any Holdermaterial respect.
Appears in 1 contract
Samples: Indenture (Vale Overseas LTD)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, The Issuer and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more indentures supplemental hereto for any of the following purposes:
(1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets;
(b) to evidence the succession of another Person entity to the CompanyIssuer, or successive successions, and the assumption by any such successor of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with Issuer pursuant to Article 8; orNine;
(2c) to add to the covenants of the Company Issuer such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders holders of all or any one or more series of Securities (and if such covenants covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, Securities stating that such covenants are expressly being included solely for the benefit of such series), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage restrictions, conditions or pledge provisions an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to or with the Trustee upon such an Event of Default or otherwise secure may limit the right of the holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(d) to cure any ambiguity or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to conform the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial sale thereof; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Issuer may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Securities, including provisions regarding ;
(e) to provide for the circumstances issuance under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not coupon form (including Securities registrable as to principalprincipal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; ormake all appropriate changes for such purpose;
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7f) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or2.3, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed;
(8) g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; or;
(9h) to correct or supplement evidence any provision herein which may be defective or inconsistent with any other provision herein, changes to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus this Indenture pursuant to which Securities of any series were offered; orSections 6.10, 6.11 or 6.12 hereof as permitted by the terms thereof;
(10i) to make delete or modify any other provisions Events of Default with respect to matters any series of the Securities, the form and terms of which are being first established as permitted in Section 2.3 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(j) to add to or questions arising under change any of the provisions of this IndentureIndenture to provide, change or eliminate any restrictions on the payment of principal of or premium, if any, on Securities; provided that any such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; orseries in any material respect;
(11k) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
(l) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;
(m) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees of Securities in accordance with the terms of the applicable series of Securities;
(n) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holders of such Securities;
(o) to provide for uncertificated securities in addition to certificated securities;
(p) to supplement any Holderof the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect; and
(q) to prohibit the authentication and delivery of additional series of Securities. The Trustee is hereby authorized to join in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any HoldersHolder of any Securities or coupons, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
: (1i) to evidence the succession of another corporation or Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8contained; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by another corporation as a successor Trustee hereunder with respect to the Securities of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 8.11; or (iii) to add to the requirements covenants of Section 6.11the Company, for the benefit of the Holders of Securities of all or any series of Securities or coupons (and if such covenants are to be for the benefit of less than all series of Securities or coupons, stating that such covenants are expressly being included solely for the benefit of such series), or to surrender any right or power herein conferred upon the Company; or
or (9iv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this the Indenture, provided that such action shall not adversely affect the rights interests of any Holder the Holders of Securities of any seriesseries or any related coupons in any material respect; or
(11) to make any change that does not adversely affect the rights of any Holder.or 53
Appears in 1 contract
Samples: Indenture (First Chicago NBD Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company , when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 88 ; or
(2) to add to the covenants of the Company for the benefit of the Holders of any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or
(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.116.11 ; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the rights of any Holder of Securities of any series; or
(11) to make any change that does not adversely affect the rights of any Holder.
Appears in 1 contract
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Company, or successive successions, Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8Securities; or
(2) to add to the covenants of the Company for the benefit of the Holders of all or any one or more series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of 56 66 such series), to convey, transfer, assign, mortgage ) or pledge any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission or otherwise in connection with the qualification of this Indenture or any supplemental indenture under the Trust Indenture ActCompany; or
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series)Default; or
(4) to add to or change any of the provisions of this Indenture to such extent as shall provide that Bearer Securities may be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with to change or without eliminate any restrictions on the payment of principal of, any premium or interest couponson Securities, to permit Registered Securities to be exchanged for Bearer Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in global form or uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series or Coupon appertaining thereto created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or provision nor (ii) modify the rights of any the Holder of any Outstanding such Security or Coupon with respect to such provision, provision or (B) shall become effective only when there is no such Security then or Coupon Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 201 and 3.1301; or
(8) 7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture Inden- ture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11611; or
(9) 8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which Securities of any series were offered; or
(10) to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (8) shall not adversely affect the rights interests of any Holder the Holders of Securities of any series; or
series (11except a series consenting pursuant to Section 902) to make in any change that does not adversely affect the rights of any Holdermaterial respect. 57 67 Section 902.
Appears in 1 contract
Samples: Indenture (Southwest Gas Corp)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company The Company, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as it shall be in force at the date of execution of such indenture or indentures) for one or more indentures supplemental hereto for any of the following purposes:
(1a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities any property or assets which the Company may desire;
(b) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities in compliance with pursuant to Article 8; orEleven;
(2c) to add to the covenants and agreements of the Company such further covenants, agreements, restrictions or conditions for the benefit protection of the Holders of the Securities of all or any one or more series as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities of such series (and if such covenants covenants, agreements, restrictions or conditions are to be for the benefit of less than all series of Securities, stating that specifying the series to which such covenants covenants, agreements, restrictions or conditions are expressly being included solely for the benefit of such seriesapplicable), and to conveymake the occurrence, transferor the occurrence and continuance, assignof a default in any such additional covenants, mortgage agreements, restrictions or pledge conditions a default or an Event of Default permitting the enforcement of all or any property of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, agreement, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to or with the Trustee upon such default or otherwise secure may limit the right of the Holders of a majority in aggregate principal amount of the Securities of a particular series to waive such default;
(d) to add, delete or modify any Events of Default with respect to all or any series of the Securities, including provisions regarding the circumstances under form and terms of which collateral are being established pursuant to such supplemental indenture as permitted in Section 2.01, 3.01 and 3.03 (and, if any such Event of Default is applicable to fewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights and remedies of the Trustee and the Holders of such Securities in connection therewith;
(e) to prohibit the authentication and delivery of additional series of Securities, to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be released defective or substitutedinconsistent with any other provisions contained herein or in any supplemental indenture, to surrender any right or power herein conferred upon the Company or to comply with any requirement of the Commission make such other provisions in regard to matters or otherwise in connection questions arising under this Indenture as shall not be inconsistent with the qualification provisions of this Indenture or any supplemental indenture under and shall not adversely affect the Trust Indenture Act; orinterests of the holders of the Securities;
(3) to add any additional Events of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7f) to establish the form or and terms of the Securities of any series as permitted by in Sections 2.1 2.01, 3.01 and 3.13.03, or to authorize the issuance of additional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations or restrictions thereafter to be observed; orand
(8) g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee trustee with respect to the Securities of one or more series and or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; or
(9) 7.09. The Trustee is hereby authorized to correct or supplement join with the Company in the execution of any provision herein such supplemental indenture, to make any further appropriate agreements and stipulations which may be defective or inconsistent with any other provision hereintherein contained and to accept the conveyance, to cure any ambiguity or omissiontransfer, to correct any mistakeassignment, mortgage, or pledge of any property thereunder, but the Trustee shall not be obligated to conform enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. In addition, the Trustee shall not be obligated to enter into any prospectus pursuant to supplemental indenture which provides for the issuance of Securities of any series were offered; or
(10) denominated in a Foreign Currency or currency unit, if the Trustee determines in its reasonable discretion that it would not be able to make any other properly fulfill its obligations hereunder and thereunder in respect of such Securities or to do so would be unduly burdensome to the Trustee. Any supplemental indenture authorized by the provisions with respect to matters or questions arising under of this Indenture, provided such action Section shall be executed by the Company and the Trustee and shall not adversely affect require the rights consent of the Holders of any Holder of the Securities of any series; or
(11) to make any change that does not adversely affect at the rights of any Holdertime outstanding, notwithstanding Section 10.02.
Appears in 1 contract
Samples: Indenture (Lilly Eli & Co)
Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, in form satisfactory to the Trustee, for any of the following purposes:
(1) to evidence the succession of another Person to the Companycure any ambiguity, defect or successive successions, and the assumption by any such successor of the covenants and obligations of the Company herein and in the Securities in compliance with Article 8inconsistency; or
(2) to add provide for uncertificated Debt Securities of a particular series in addition to or in place of certificated Debt Securities of such series; or
(3) to provide for the covenants assumption of the Company for Company’s obligations to Holders of Debt Securities in the benefit case of a merger or consolidation or sale of all or substantially all of the Company’s assets; or
(4) to make any change that would provide any additional rights or benefits to the Holders of Debt Securities or that does not adversely affect in any one or more series material respect the legal rights under this Indenture of Securities any such Holder; or
(and if such covenants are 5) to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge add any property to or with the Trustee or otherwise secure any series of the Securities, including provisions regarding the circumstances under which collateral may be released or substituted, to surrender any right or power herein conferred upon the Company or Person as a Guarantor; or
(6) to comply with any requirement requirements of the Commission in order to effect or otherwise in connection with maintain the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act; or
(37) to add any additional Events remove a Guarantor which, in accordance with the terms of Default for the benefit of the Holders of any one or more series of Securities (and if such additional Events of Default are this Indenture, ceases to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in global form or uncertificated form; or
(5) to add to, change or eliminate any of the provisions of this Indenture liable in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Outstanding Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision, or (ii) modify the rights of any Holder of any Outstanding Security with respect to such provision, or (B) shall become effective when there is no Security then Outstanding; or
(6) to add or provide for a guaranty or guarantees of the Securities or additional obligors on the Securities; or
(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1its Guarantee; or
(8) to evidence and provide for the acceptance of appointment hereunder under this Indenture by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or
(9) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, to cure any ambiguity or omission, to correct any mistake, or to conform to any prospectus pursuant to which secure all of the Debt Securities of any a particular series were offered(subject to compliance with the covenants applicable to each other series of Debt Securities); or
(10) to make add to the covenants of the Company or any other provisions with respect Guarantor for the benefit of the Holders or to matters surrender any right or questions arising under this Indenture, provided such action shall not adversely affect power conferred upon the rights of Company or any Holder of Securities of any seriesGuarantor; or
(11) to make any change that does not adversely affect establish the rights form or terms of Debt Securities of any Holderseries as permitted by Sections 2.01 and 3.01.
Appears in 1 contract
Samples: Indenture (Scotts Miracle-Gro Co)
