Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to evidence the succession of another corporation to either Issuer or successive successions and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer pursuant to Article Eight; (b) to add to the covenants of the Issuers such further covenants, restrictions, conditions or provisions as such Boards of Directors and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any 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 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 to waive such an Event of Default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities; (d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose; (e) to provide for the issuance and authorization of the Exchange 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 7.2.
Appears in 2 contracts
Samples: Indenture (Dennys Holdings Inc), Indenture (Advantica Restaurant Group Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental 60 indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.25.
Appears in 2 contracts
Samples: Indenture (Cardinal Health Inc), Indenture (Cardinal Health Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable; provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 6.10. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 2 contracts
Samples: Supplemental Indenture (Safeway Stores 42, Inc.), Supplemental Indenture (Albertsons Companies, Inc.)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 or under any supplemental indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for add guarantors with respect to the issuance under this Indenture Securities of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeone or more series;
(e) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;
(g) to maintain the qualification of the Indenture under the Trust Indenture Act of 1939;
(h) to make any change that does not adversely affect the rights of any Holder; and
(i) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer 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 ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section section may be executed without the consent of the holders Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.27.02.
Appears in 2 contracts
Samples: Indenture (Patriot Coal CORP), Indenture (Patriot Coal CORP)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of Directors, such action may be determined by officers of the Issuer authorized thereby) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation legal entity to either the Issuer or successive successions successions, and the assumption by the successor corporation legal entity of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer 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 ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section section may be executed without the consent of the holders Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.27.02.
Appears in 2 contracts
Samples: Subordinated Indenture (Amarin Finance Ltd.), Senior Indenture (Amarin Finance Ltd.)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards of Directorsduly authorized, and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation legal entity to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation legal entity of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards of Directors the Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the terms or form of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.11. The Trustee is hereby authorized to join with the Issuer 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 ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 7.01 may be executed without the consent of the holders Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.27.02.
Appears in 2 contracts
Samples: Senior Indenture (Sumitomo Mitsui Financial Group, Inc.), Senior Indenture (Sumitomo Mitsui Financial Group, Inc.)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightEight hereof;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, 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 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 the Trustee upon due solely to such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default;
(cd) to cure any ambiguity or to cure, correct or supplement any defective 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; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;; and
(e) to provide for modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the issuance and authorization qualification thereof under the Trust Indenture Act of the Exchange Securitiesany other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued 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 that affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 7.1 may be executed without the consent of the holders Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.27.2 hereof.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 47 46 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 Holders of a majority in aggregate principal amount of the Securities of affected series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(de) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance under this Indenture acceptance of appointment hereunder by a successor trustee with respect to the Securities in coupon form (including Securities registrable as to principal only) of one or more series and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and add to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 change any of the provisions of this Indenture 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 7.26.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective defective, mistaken or inconsistent with any other provision contained herein or in any supplemental indenture; or to make , provided, that no such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) Securities in any material respect; or to provide for the issuance under conform this Indenture or any supplemental indenture to the description of the Securities set forth in coupon form (including Securities registrable as any prospectus or prospectus supplement related to principal only) and to provide for exchangeability such series of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeSecurities;
(e) to provide for or add guarantors for the issuance Securities of one or more series;
(f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and authorization 2.03;
(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 Exchange Securitiesprovisions 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;
(h) to make any change to the Securities of any series so long as no Securities of such series are Outstanding;
(i) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939;
(j) to supplement any provisions contained herein or in any supplemental indenture to such extent as will be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 10; provided that no such action shall adversely affect the interests of the Holders of the Securities in any material respect; and
(k) to make any other change that is necessary or desirable; provided, that no such change shall adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.02.
Appears in 1 contract
Samples: Indenture (Idex Corp /De/)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards the Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(b) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for establish the issuance under this Indenture form or terms of Securities in coupon form (including Securities registrable of any series as to principal only) permitted by Sections 2.1 and 2.3 and to provide for exchangeability adjustment of such Securities with Securities issued hereunder in fully registered form, and conversion rights pursuant to make all appropriate changes for such purpose;Section 13.5; and
(e) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.26.
Appears in 1 contract
Samples: Subordinated Indenture (Service Corporation International)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards the Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightIX;
(b) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), 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 provided, in this Indenture as herein set forth; provided 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard as to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 7.2.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Service Corporation International)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 7.2.or
Appears in 1 contract
Samples: Indenture (Murphy Oil Corp /De)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convoy, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article EightX hereof;
(b) to add to the covenants of the Issuers Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any 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 for the benefit of such series) as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose;
(d) 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 or under Indenture; provided that any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders of the Securities;
(de) to add to, delete from, or revise the terms of Securities of any series as permitted by Section 2.1 and Section 2.2, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more Global Securities and the payment of any principal thereof, or interest or premium, if any, thereon;
(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 6.11;
(g) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or
(h) to provide for the issuance under of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities in coupon form (including Securities registrable as Securities, or to principal only) and add to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization rights of the Exchange holders of any series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.1 may be executed by the Company 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 7.29.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersCompany, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes:
(a) 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 corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer pursuant to Article Eightthe Company under this Indenture and the Securities;
(bc) to add to the covenants of the Issuers Company such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securitiesany series of Securities or Tranche thereof, and to make the occurrence, or the occurrence and continuance, 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 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 Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the any Securities;
(de) to establish the form or terms of Securities of any series as permitted by Section 3.1;
(f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and ), to provide for exchangeability of such Securities interchangeability thereof with Securities issued hereunder in fully registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form, ;
(g) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose;
(eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities, pursuant to Section 7.11, or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the issuance and authorization administration of the Exchange Securitiestrusts hereunder by more than one Trustee;
(i) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures;
(j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and
(k) otherwise to change or eliminate any of the provisions of this Indenture; provided, however, that any such change or elimination may only be effected when no Outstanding Security of any series created prior to the execution of such supplemental indenture is entitled to the benefit of such provision. 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 shall not be obligated to enter into any such supplemental indenture which adversely 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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.210.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which desirable; provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03;
(f) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 14 hereof; and
(g) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.25.
Appears in 1 contract
Samples: Indenture (Murphy Oil Corp /De)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards the Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation Person to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation Successor Company of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.26.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards the Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(b) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 7.2.or
Appears in 1 contract
Samples: Subordinated Indenture (Service Corporation International)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article EightTen hereof;
(b) to add to the covenants of the Issuers Company such further covenants, restrictionsrestrictions or conditions for the protection of the holders of all or any series of Securities (and, conditions or provisions if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) as such Boards of Directors the Company and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; , or to make such other provisions in regard to matters or questions arising under this Indenture or under Indenture; provided that any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for qualify, or maintain the issuance under qualification of, this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeunder the Trust Indenture Act;
(e) 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 53 administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11;
(f) to make provision for transfer procedures, certification, book-entry provisions, the form of restricted securities legends, if any, to be placed on Securities and all other matters necessary, desirable or appropriate in connection with the issuance of Securities to holders of Capital Securities in the event of a distribution of Securities by an Interpool Capital Trust following a Dissolution Event;
(g) to make any change that does not adversely affect the rights of any Securityholder; or
(h) pursuant to Section 2.03, to provide for the issuance of and authorization establish the form and terms and conditions of the Exchange additional series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.01 may be executed by the Company 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 7.29.02.
Appears in 1 contract
Samples: Indenture (Interpool Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(b) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any 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 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 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 to waive such an Event of Default;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;; and
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 7.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsTrustees, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation Person to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors Trustees and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors Trustees may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(de) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, or interest or premium, if any, thereon; and
(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 issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization administration of the Exchange Securitiestrusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by Board Resolution, and the Guarantor when authorized by a resolution of their respective Boards of DirectorsBoard Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more of the following purposes:
(a) to evidence the succession of another corporation to either the Issuer or to the Guarantor, or successive successions successions, and the assumption by the any successor corporation of the covenants, agreements and obligations of such the Issuer or the Guarantor, pursuant to Article EightTwelve hereof;
(b) to add to the covenants of the Issuers Issuer or of the Guarantor such further covenants, restrictions, conditions or provisions as such Boards the Board of Directors of the Issuer and the Board of Directors of the Guarantor, as the case may be, and the Trustee shall consider to be for the protection of the holders Holders of Securities of any or all series, or the Coupons appertaining to such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to any or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect , with such period of any grace, if any, and subject to such additional covenant, restriction, condition or provision conditions as 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 to waive such an Event of Defaultprovide;
(c) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest Coupons, and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose, and to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of uncertificated Securities of any series;
(d) 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; to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture any series of Securities in coupon form (including Securities registrable as or any Coupons appertaining to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeSecurities;
(e) to evidence and provide for the issuance acceptance and authorization appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add or change any provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Exchange Securitiestrusts hereunder by more than one trustee, pursuant to Section 8.11;
(f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(g) to change or eliminate any provision of this Indenture, provided that any such change or elimination (i) 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 such provision or (ii) shall not apply to any Security outstanding. The Trustee is hereby authorized to join with the Issuer and the Guarantor 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 adversely 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 by the Issuer, the Guarantor and the Trustee without the consent of the holders Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.211.02.
Appears in 1 contract
Samples: Indenture (General Motors Corp)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightEight hereof;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, 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 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 the Trustee upon due solely to such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default;
(cd) to cure any ambiguity or to cure, correct or supplement any defective 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; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;; and
(e) to provide for modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the issuance and authorization qualification thereof under the Trust Indenture Act of the Exchange Securitiesany other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that 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 7.2.be
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which desirable; provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 13 hereof; and
(g) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.27.02.
Appears in 1 contract
Samples: Indenture (Murphy Oil Corp /De)
Supplemental Indentures Without Consent of Securityholders. The IssuersCompany, when authorized by a resolution Consent of their respective Boards of Directorsthe Sole Member, the Guarantor, when authorized by a Guarantor Authorizing Resolution and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation Person to either Issuer the Company or the Guarantor, or successive successions successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of such Issuer the Company or the Guarantor pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Company or the Guarantor such further covenants, restrictions, conditions or provisions as such Boards of Directors the Sole Member and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 conform this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect to the interests description of the holders Securities set forth in any prospectus or prospectus supplement related to such series of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for or add guarantors for the issuance Securities of one or more series;
(f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and authorization 2.04;
(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 Exchange 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;
(h) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue, authentication and delivery of any series of Securities, as herein set forth;
(i) to make any change to the Securities of any series so long as no Securities of such series are Outstanding; and
(j) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to join with the Company and the Guarantor 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 ’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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.02.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolution may provide general authorization for such action and may provide that the specific terms of Directorssuch action may be determined by officers of the Issuer authorized thereby), and the Trustee may may, from time to time time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation legal entity to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation legal entity of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards of Directors the Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer 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 ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section section may be executed without the consent of the holders Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.27.02.
Appears in 1 contract
Samples: Senior Indenture (Orix Corp)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:: 50
(a) 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 corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine hereof;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, 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 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 the Trustee upon due solely to such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default;
(cd) to cure any ambiguity or to cure, correct or supplement any defective 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; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;; and
(e) to provide for modify or supplement this Indenture or any indenture supple- mental hereto in such manner as to permit the issuance and authorization qualification thereof under the Trust Indenture Act of the Exchange Securitiesany other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued 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 that 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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.2 hereof.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of their respective Boards of Directorssuch action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightIX;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any Officer’s Certificate delivered pursuant to Section 2.3 or supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any Officer’s Certificate or supplemental indenture; , or to make such any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided, that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange 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 6.12; and
(g) to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such change, elimination or addition shall not apply to any Security Outstanding on the date of such indenture supplemental hereto. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Con-Way Inc.)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of affected series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(de) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;
(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 issuance under administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11; and
(g) to add to, change or eliminate any of the provisions of this Indenture Indenture; provided, that any such addition, change or elimination (i) shall become effective only when there is no Security Outstanding of Securities in coupon form (including Securities registrable as any series created prior to principal only) and to provide for exchangeability the execution of such Securities with Securities issued hereunder in fully registered form, and supplemental indenture which is entitled to make all appropriate changes for the benefit of such purpose;
provision or (eii) shall not apply to provide for the issuance and authorization of the Exchange Securitiesany Security then Outstanding. The Trustee is hereby authorized to join with the Issuer 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the forms or terms of Securities of any series as permitted by Sections 2.1 and 2.3;
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 6.10; and
(g) 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 uncertificated form; or
(h) to change or eliminate any of the provisions of this Indenture including, without limitation, any of the provisions set forth in Article Fourteen, provided that any such change or elimination shall become effective only as to Securities of any series created after the execution of such supplemental indenture.
(i) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article Thirteen, including providing for the conversion of the Securities into any security (other than the Common Stock of the Issuer) or property of the Issuer. The Trustee is hereby authorized to join with the Issuer 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Chubb Capital Trust Iii)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto in form satisfactory to the Trustee for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective defective, mistaken or inconsistent with any other provision contained herein or in any supplemental indenture; or to make , provided, that no such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) Securities in any material respect; or to provide for the issuance under conform this Indenture or any supplemental indenture to the description of the Securities set forth in coupon form (including Securities registrable as any prospectus or prospectus supplement related to principal only) and to provide for exchangeability such series of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeSecurities;
(e) to provide for or add guarantors for the issuance Securities of one or more series;
(f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and authorization 2.03;
(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 Exchange Securitiesprovisions 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;
(h) to make any change to the Securities of any series so long as no Securities of such series are Outstanding;
(i) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939;
(j) to supplement any provisions contained herein or in any supplemental indenture to such extent as will be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article 10; provided that no such action shall adversely affect the interests of the Holders of the Securities in any material respect; and
(k) to make any other change that is necessary or desirable; provided, that no such change shall adversely affect the interests of the Holders of the Securities in any material respect. The Trustee is hereby authorized to join with the Issuer 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 ’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 notice to or the consent of the holders Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.02.
Appears in 1 contract
Samples: Indenture (Idex Corp /De/)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article EightTen hereof;
(b) to add to the covenants of the Issuers Company such further fur- ther covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any 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 for the benefit of such series) as such Boards of Directors the Company and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose;
(d) 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 or under Indenture; provided that any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders of the Securities;
(de) to add to, delete from, or revise the terms of Securities of any series as permitted by Section 2.01 and 2.03, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Securities issued in whole or in part in the form of one or more global Securities and the payment of any principal thereof, or interest or premium, if any, thereon;
(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 6.11;
(g) to provide for uncertificated Securities in addition to or in place of certificated Securities;
(h) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or
(i) to provide for the issuance under of and establish the form and terms and conditions of the Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities in coupon form (including Securities registrable as Securities, or to principal only) and add to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization rights of the Exchange holders of any series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.01 may be executed by the Company 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 7.29.02.
Appears in 1 contract
Samples: Indenture (Nb Capital Trust I)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (which resolution may provide general terms or parameters for such action
(a) to convey, and transfer, assign, mortgage or pledge to the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto as security for the Securities of one or more of the following purposes:series any property or assets;
(ab) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the protection of less than all series of Securities, stating that the same are expressly being included solely for the protection of such series), 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 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 Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided, however, that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(de) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance under this Indenture acceptance of appointment hereunder by a successor trustee with respect to the Securities in coupon form (including Securities registrable as to principal only) of one or more series and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and add to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 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 7.26.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article EightX hereof;
(b) to add to the covenants of the Issuers Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any 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 for the benefit of such series) as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose;
(d) 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 or under Indenture; provided that any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders of the Securities;
(de) 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;
(f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or
(g) to provide for the issuance under of and establish the form and terms and conditions of the Securities of any series as permitted by Sections 2.1 and 2.2, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities in coupon form (including Securities registrable as Securities, or to principal only) and add to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization rights of the Exchange holders of any series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.1 may be executed by the Company 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 7.29.2.
Appears in 1 contract
Samples: Indenture (Sterling Bancshares Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine hereof;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, 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 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 46 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 due solely to such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default;
(cd) to cure any ambiguity or to cure, correct or supplement any defective 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; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;; and
(e) to provide for modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the issuance and authorization qualification thereof under the Trust Indenture Act of the Exchange Securitiesany other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued 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 that 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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.2 hereof.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, Directors (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 Issuer Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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. 52 The Trustee is hereby authorized to join with the Issuer 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Tenneco Packaging Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersCompany, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Company Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation Person to either Issuer the Company, or successive successions successions, and the assumption by the any such successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Company such further covenants, restrictions, conditions or provisions as such Boards of Directors the Company and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Company may deem necessary or desirable and which desirable, provided, that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 6.12; or
(g) to provide for the qualification of the Indenture under the Trust Indenture Act. 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 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Healthsouth Corp)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of Directorssuch action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation legal entity to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation legal entity of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders 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 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 Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards of Directors the Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer 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 ’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section section may be executed without the consent of the holders Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.27.02.
Appears in 1 contract
Samples: Indenture (GasLog Partners LP)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolution may provide general terms or parameters for such action and may provide that the specific terms of Directorssuch action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.26.
Appears in 1 contract
Samples: Indenture (Abn Amro Bank Nv)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolution may provide general terms or parameters for such action and may provide that the specific terms of Directorssuch action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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. The Trustee is hereby authorized to join with the Issuer 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.02.
Appears in 1 contract
Samples: Indenture (Abn Amro Bank Nv)
Supplemental Indentures Without Consent of Securityholders. The IssuersCompany, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more of the following purposes:
(a) 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 corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer pursuant to Article Eightthe Company under this Indenture and the Securities;
(bc) to add to the covenants of the Issuers Company such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securitiesany series of Securities or Tranche thereof, and to make the occurrence, or the occurrence and continuance, 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 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 Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the any Securities;
(de) to establish the form or terms of Securities of any series as permitted by Section 3.1;
(f) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and ), to provide for exchangeability of such Securities interchangeability thereof with Securities issued hereunder in fully registered form of the same series and to make all appropriate changes for such purpose, or to permit or facilitate the issuance of Securities of any series in uncertificated form, ;
(g) to provide for the issuance under this Indenture of Securities denominated or payable in currency other than Dollars and to make all appropriate changes for such purpose;
(eh) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities, pursuant to Section 7.11, or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the issuance and authorization administration of the Exchange Securitiestrusts hereunder by more than one Trustee;
(i) to modify any restrictions on and procedures for resales of Securities of any series that is not registered pursuant to the Securities Act to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the resale or transfer of restricted securities generally and to modify any legends placed on such Securities to reflect such restrictions and procedures;
(j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable to conform to provisions of the Trust Indenture Act as at the time in effect, provided that such action shall not materially adversely affect the interests of the Holders of the Securities of any series; and
(k) otherwise to change or eliminate any of the provisions of this Indenture; provided, however, that any such change or elimination may only be effected when no Outstanding Security of any series created prior to the execution of such supplemental indenture is entitled to the benefit of such provision. 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 shall not be obligated to enter into any such supplemental indenture which adversely 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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.210.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of their respective Boards of Directorssuch action may be determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightIX;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided, that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange 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 6.12; and
(g) to change or eliminate any of the provisions of this Indenture, or to add any new provision to this Indenture, in respect of one or more series of Securities; provided, however, that any such change, elimination or addition shall not apply to any Security Outstanding on the date of such indenture supplemental hereto. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Health Net Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersCompany, when authorized by a resolution of their respective Boards its Board of Directors, the Guarantor, if applicable and when authorized by a resolution of the Guarantor Board, and the Trustee Trustees for the Securities of any and all Series may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in effect at the date of the execution thereof to the extent required by law), in form satisfactory to such Trustees, for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustees as security for the Securities of one or more Series any property or assets;
(b) to evidence the succession of another corporation Person to either Issuer the Company or the Guarantor, as applicable, or successive successions successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of such Issuer the Company or the Guarantor, as applicable, pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Company or the Guarantor, as applicable, such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee Trustees shall consider to be for the protection of the holders Holders of SecuritiesSecurities of any or all Series and, if such additional covenants are to be for the benefit of less than all the Series of Securities stating that such covenants are being added solely for the benefit of such Series, 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 forthforth (and if such additional Events of Default are to be for the benefit of less than all Series of the Securities stating that such Events of Default are being added solely for the benefit of such Series); provided 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 the Trustee Trustees upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such Series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors and the Guarantor Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for Securities or the issuance under this Indenture Holders of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany Coupons;
(e) to establish the form or terms of Securities of any Series as permitted by Section 2.1 and Section 2.3; or
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and authorization to add to or change any of the Exchange Securitiesprovisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than the one Trustee, pursuant to the requirements of Section 6.11. The Trustee is Trustees are hereby authorized to join with the Company and the Guarantor, if applicable, 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 Trustees shall not be obligated to enter into any such supplemental indenture which affects the Trustee's Trustees’ 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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Kellogg Co)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which desirable; provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to make provision with respect to the conversion rights, if any, of Holders of Securities pursuant to the requirements of Article 13 hereof; and
(g) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.25.
Appears in 1 contract
Samples: Indenture (Murphy Oil Corp /De)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article EightX hereof;
(b) to add to the covenants of the Issuers Company such further covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any 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 for the benefit of such series) as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form and to make all appropriate changes for such purpose;
(d) 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 or under Indenture; provided that any supplemental indenture as such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders of the Securities;
(de) 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;
(f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or
(g) to provide for the issuance under of and establish the form and terms and conditions of the Securities of any series as permitted by Sections 2.1 and 2.2 to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities in coupon form (including Securities registrable as Securities, or to principal only) and add to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization rights of the Exchange holders of any series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.1 may be executed by the Company 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 7.29.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of affected series to waive such an Event of Default;
(cd) 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 or under any -37- 45 supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(de) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3;
(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 issuance under administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11; and
(g) to add to, change or eliminate any of the provisions of this Indenture Indenture; provided, that any such addition, change or elimination (i) shall become effective only when there is no Security Outstanding of Securities in coupon form (including Securities registrable as any series created prior to principal only) and to provide for exchangeability the execution of such Securities with Securities issued hereunder in fully registered form, and supplemental indenture which is entitled to make all appropriate changes for the benefit of such purpose;
provision or (eii) shall not apply to provide for the issuance and authorization of the Exchange Securitiesany Security then Outstanding. The Trustee is hereby authorized to join with the Issuer 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (J P Morgan Chase & Co)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, Tyco International and any other Guarantor, if any, when authorized by a resolution resolutions of their respective Boards of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either the Issuer or any Guarantor, or successive successions successions, and the assumption by the successor corporation Person of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight;
(bc) to add to the covenants of the Issuers Issuer or any Guarantor such further covenants, restrictions, conditions or provisions as such Boards of Directors its Board and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards of Directors the Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3;
(f) to add a Guarantor pursuant o the requirements of Sections 3.11 and 13.4; and
(g) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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 5.10. The Trustee is hereby authorized to join with the Issuer, Tyco International and any other Guarantor 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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Company pursuant to Article Eightthe terms of this Indenture;
(b) to add to the covenants of the Issuers Company such further fur- ther covenants, restrictionsrestrictions or conditions for the protection of the holders of all or any series of Securities, conditions or provisions (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 for the benefit of such series) as such Boards of Directors the Company and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional Covenant, restriction or condition, such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form, form and to make all appropriate changes for such purpose;
(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supple- mental indenture which may be defective or incon- sistent 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; provided that any such action shall not adversely affect the inter- ests of the holders of the Securities;
(e) to add to, delete from, or revise the terms of Securities of any series as permitted by Section 2.01 and 2.03, including, without limitation, any terms relating to the issuance, exchange, regis- tration or transfer of Securities issued in whole or in part in the form of one or more global Secu- rities and the payment of any principal thereof, or interest or premium, if any, thereon;
(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 6.11;
(g) to provide for uncertificated Securities in addition to or in place of certificated Securities;
(h) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or
(i) to provide for the issuance of and authorization establish the form and terms and conditions of the Exchange Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.01 may be executed by the Company 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 7.29.02.
Appears in 1 contract
Samples: Indenture (Unifi Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightVIII;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders Holders 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 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 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 to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(de) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;; and
(ef) to provide for comply with the issuance and authorization requirements of the Exchange SecuritiesSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act of 1939. 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 7.2.
Appears in 1 contract
Samples: Indenture (Ich Corp /De/)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer or successive successions and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer pursuant to Article Eight;
(b) to add to the covenants of the Issuers such further covenants, restrictions, conditions or provisions as such Boards of Directors and the Trustee shall consider to be for the protection of the holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any 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 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 to waive such an Event of Default;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;; and
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization of the Exchange 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 7.2.
Appears in 1 contract
Samples: Indenture (Dennys Holdings Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.26.
Appears in 1 contract
Samples: Subordinated Indenture (Sunamerica Capital Trust Iv)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightArticle 9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders 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 a Default or Event of Default permitting the enforcement of all or any 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 Default or Event of Default or may limit the remedies available to the Trustee upon such an Default or Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Default or Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(de) to establish the forms or terms of Securities of any series as permitted by Section 2.01 and Section 2.03; and
(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 issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization administration of the Exchange Securitiestrusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11. The Trustee is hereby authorized to join with the Issuer 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, thereunder but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's ’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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.2Section 8.02.
Appears in 1 contract
Samples: Subordinated Indenture (Bbva Compass Bancshares, Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of Directorssuch action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation legal entity to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation legal entity of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight8;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards of Directors the Board may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeany material respect;
(e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 change any of the provisions of Section 7.2.this Indenture as shall be necessary to
Appears in 1 contract
Samples: Senior Indenture (Orbotech LTD)
Supplemental Indentures Without Consent of Securityholders. The Issuers, when authorized by a resolution of their respective Boards of Directors, Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes:
(a) to evidence the succession of another corporation to either Issuer the Company, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such Issuer the Com pany pursuant to Article EightTen hereof;
(b) to add to the covenants of the Issuers Company such further fur ther covenants, restrictions, restrictions or conditions for the protection of the holders of all or provisions any 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 for the benefit of such series) as such Boards of Directors the Company and the Trustee shall consider to be for the protection of the holders of such Securities, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, restrictions or conditions a default 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 provided, however, that in respect of any such additional covenant, restriction, restriction or condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default 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 to waive such an Event of Defaultdefault;
(c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with the Securities issued hereunder in fully registered form, form and to make all appropriate changes for such purpose;
(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supple mental indenture which may be defective or incon sistent 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; provided that any such action shall not adversely affect the inter ests of the holders of the Securities;
(e) to add to, delete from, or revise the terms of Securities of any series as permitted by Section 2.01 and 2.03, including, without limitation, any terms relating to the issuance, exchange, regis tration or transfer of Securities issued in whole or in part in the form of one or more global Secu rities and the payment of any principal thereof, or interest or premium, if any, thereon;
(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 6.11;
(g) to provide for uncertificated Securities in addition to or in place of certificated Securities;
(h) to make any change that does not adversely affect the rights of any Securityholder in any material respect; or 57
(i) to provide for the issuance of and authorization establish the form and terms and conditions of the Exchange Securities of any series, to establish the form of any certifi cations required to be furnished pursuant to the terms of this Indenture or any series of Securi ties, or to add to the rights of the holders of any series of Securities. 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 transfer and assignment of any property thereunder, but the Trustee shall not be obligated to to, but may in its discretion, 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 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Securities Securi ties at the time outstanding, notwithstanding any of the provisions provi sions of Section 7.29.02.
Appears in 1 contract
Samples: Indenture (Nb Capital Trust I)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards its Board of Directors and the Trustee shall consider to be for the protection of the holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Outstanding Securities of such series to waive such an Event of Default;
(cd) 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 or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance of Securities of any series and authorization related Coupons, if any, as permitted by Sections 2.1 and 2.3 hereof and to establish the form and term thereof;
(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, or of the Exchange Coupons appertaining to such 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 6.10; and
(g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect and maintain the qualification of this Indenture under the Trust Indenture Act of 1939, or under any similar Federal statute hereafter enacted, and to add to this Indenture such other provisions and make such other changes to this Indenture as may be expressly permitted by the Trust Indenture Act of 1939, or under any similar Federal statute hereafter enacted, excluding however, the provisions referred to in section 316(a)(2) of the Trust Indenture Act of 1939 or any corresponding provisions in any similar Federal statute hereafter enacted. The Trustee is hereby authorized to join with the Issuer 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 outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.2.
Appears in 1 contract
Samples: Indenture (Progressive Corp/Oh/)
Supplemental Indentures Without Consent of Securityholders. The IssuersWithout notice to or the consent of any Holder of any Security or coupon, the Company, when authorized by a resolution of their respective Boards of DirectorsBoard Resolution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another corporation to either Issuer or successive successions the Company, and the assumption by the any such successor corporation of the covenants, agreements covenants of the Company herein and obligations of such Issuer pursuant to Article Eight;in the Securities; or
(b) to add to the covenants of the Issuers Company for the benefit of the Holders of all or any series of Securities (and if such further covenants, restrictions, conditions or provisions as such Boards of Directors and the Trustee shall consider covenants are to be for the protection benefit of the holders less than all series of Securities, and to make stating that such covenants are expressly being included solely for the occurrencebenefit of such series), or to surrender any right or power herein conferred upon the occurrence and continuanceCompany; or to add any additional Events of Default with respect to all or any series of the Securities (and, of a default in any if such additional covenants, restrictions, conditions or provisions an Event of Default permitting is applicable to less than all the enforcement series of Securities, specifying the series to which such Event of Default is applicable) for the benefit of the Holders of all or any series of the several remedies provided in this Indenture as herein set forthSecurities (and if such Events of Default are to be for the benefit of less that all series of Securities stating that such Events of default are expressly being included solely for the benefit of such series); provided provided, however, that in respect of any such additional covenantEvents of Default, 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 default or may limit the remedies available to the Trustee upon such an Event of Default default or may limit the right of the holders Holders of a majority in aggregate principal amount of the that or those series of Securities to which such additional Events of Default apply to waive such an Event of Default;default; or
(c) to add to or change 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), Maturity Consideration 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 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
(d) 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 adversely affected by such change in or elimination of such provision; or
(e) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or
(f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or
(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 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(b); or
(h) to cure any ambiguity or ambiguity, 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; herein, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture or under any supplemental indenture as Indenture, provided that such Boards of Directors may deem necessary or desirable and which action shall not materially and adversely affect the interests of the holders Holders of Securities of any series or any related coupons in any material respect; or
(i) to supplement any of the Securities;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 Section 4.01 and 4.03; provided in each case that any such action shall not adversely affect the interests of Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or
(dj) to provide for conversion rights of the issuance under this Indenture Holders of Securities in coupon form (including Securities registrable as of any Series to principal only) and enable such Holders to provide for exchangeability of convert such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;
(e) to provide for the issuance and authorization into other securities of the Exchange 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 otherwiseCompany. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the holders Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.29.02.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board (which resolution may provide general terms or parameters for such action and may provide that the specific terms of Directors, such action may be determined in accordance with or pursuant to an Issuer Order) and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;
(b) to evidence the succession of another corporation to either the Issuer or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article Eight9;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.01 and 2.03; and
(f) to evidence and provide for the issuance acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and authorization to add to or change any of the Exchange Securitiesprovisions 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. The Trustee is hereby authorized to join with the Issuer 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 ’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 Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.28.02.
Appears in 1 contract
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 corporation to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightNine hereof;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards the Board of Directors and the Trustee shall consider to be for the protection of the holders Holders of Securities, and to make the occurrence, or the occurrence and continuance, 44 51 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 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 the Trustee upon due solely to such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default;
(cd) to cure any ambiguity or to cure, correct or supplement any defective 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; the Securities, or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards the Board of Directors may deem necessary or desirable desirable, and in any case which the Trustee and the Issuer shall determine (i) are not inconsistent with this Indenture and the Securities and (ii) shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purpose;; and
(e) to provide for modify or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the issuance and authorization qualification thereof under the Trust Indenture Act of the Exchange Securitiesany other similar federal statute hereafter in effect. The Trustee is hereby authorized to join in the execution of any such supplemental indentureIndenture, to make any further appropriate agreements and stipulations which that may be therein contained continued 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 that 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 Holders of any of the Securities at the time outstandingOutstanding, notwithstanding any of the provisions of Section 7.28.2 hereof.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Supplemental Indentures Without Consent of Securityholders. The IssuersIssuer, when authorized by a resolution of their respective Boards its Board of DirectorsDirectors (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 Issuer Order), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:
(a) 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 evidence the succession of another corporation entity to either Issuer the Issuer, or successive successions successions, and the assumption by the successor corporation of the covenants, agreements and obligations of such the Issuer pursuant to Article EightIX;
(bc) to add to the covenants of the Issuers Issuer such further covenants, restrictions, conditions or provisions as such Boards of Directors the Issuer and the Trustee shall consider to be for the protection of the holders Holders of SecuritiesSecurities or Coupons, 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 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 the Trustee upon such an Event of Default or may limit the right of the holders Holders of a majority in aggregate principal amount of the Securities to waive such an Event of Default;in
(cd) 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 any other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as such Boards of Directors the Issuer may deem necessary or desirable and which desirable, provided that no such action shall not materially and adversely affect the interests of the holders Holders of the Securities;
(d) to provide for the issuance under this Indenture of Securities in coupon form (including Securities registrable as to principal only) and to provide for exchangeability of such Securities with Securities issued hereunder in fully registered form, and to make all appropriate changes for such purposeor Coupons;
(e) to establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and
(f) to evidence and provide for the issuance and authorization acceptance of appointment hereunder by a successor trustee with respect to the Exchange Securities. The Trustee is hereby authorized to join in the execution Securities of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained one or more series and to accept the conveyance, transfer, assignment, mortgage add to 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 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 7.26.
Appears in 1 contract
Samples: Indenture (Sysco Corp)