Supplemental Perpetual Subordinated Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in Current Principal Amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when duly authorized, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Perpetual Subordinated Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall, except as otherwise required or permitted pursuant to the Going Concern Write-Down, Write-Down and Cancellation, cancellation of interest payment, or subordination provisions applicable to such series of Securities, (i) reduce the principal amount thereof, (ii) reduce the rate or extend the time of payment of interest thereon, (iii) reduce any amount payable on redemption thereof, (iv) make the principal thereof or interest thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof, (v) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance with the terms of such Securities, (vi) change the Issuer’s obligations to pay Additional Amounts established pursuant to Section 2.03(n) or Section 3.05 (if any), (vii) impair or affect the right of any Holder to institute suit for the payment on any Security when due or, if the Securities provide therefor, impair or affect any right of repayment at the option of the Holder, (viii) modify or amend any provisions relating to the conversion or exchange of the Securities for securities of the Issuer or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Securities shall be converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or otherwise in accordance with the terms of such Securities, (ix) modify or amend any provisions relating to the agreement to subordinate and the terms of subordination of the Securities of any particular series pursuant to Sections 12.01 and Section 12.02, or (x) reduce the aforesaid percentage of Securities of any particular series, the consent of the Holders of such series being required for any such supplemental indenture, in each case without the consent of the Holders of each Security so affected. A supplemental indenture which changes or eliminates any covenant or other provision of this Perpetual Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, with respect to such covenant or provision, shall be deemed not to affect the rights under this Perpetual Subordinated Indenture of the Holders of Securities of any other series. Upon the request of the Issuer, accompanied by an Officer’s Certificate, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Perpetual Subordinated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.02, the Trustee shall give notice thereof by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books of the Issuer or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Sumitomo Mitsui Financial Group, Inc., Sumitomo Mitsui Financial Group, Inc.
Supplemental Perpetual Subordinated Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in Current Principal Amount aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (with each such series voting as one class), the IssuerCompany, when duly authorizedauthorized by a resolution of its Board (which resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Company authorized thereby), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Perpetual Subordinated Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall, except as otherwise required or permitted pursuant to the Going Concern Write-Down, Write-Down and Cancellation, cancellation of interest payment, or subordination provisions applicable to such series of Securities, shall (i) reduce the principal amount thereofthereof (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event), (ii) reduce the rate or extend the time of payment of interest thereonthereon (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event, or due to the cancellation of interest as provided in this Perpetual Subordinated Indenture), (iii) reduce any amount payable on redemption thereofthereof (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event), (iv) make change the currency or other terms in or under which the principal thereof (including any amount of original issue discount), premium, or interest thereon payable in any coin or currency other than that provided in on the Securities or in accordance with the terms thereofSecurity is payable, (v) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance with the terms of such Securities, (vi) change the IssuerCompany’s obligations to pay any Additional Amounts established pursuant to Section 2.03(n) on Securities for any tax, assessment or Section 3.05 (governmental charge withheld or deducted, if any), (vii) impair or affect the right of any Holder to institute suit for the payment on any Security when due or, if the Securities provide therefor, impair or affect any right of repayment at the option of the Holder, (viii) modify or amend any provisions relating to the conversion or exchange of the Securities for securities of the Issuer or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Securities shall be converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or otherwise in accordance with the terms of such Securities, (ixvi) modify or amend any provisions relating to the agreement to subordinate and the terms of subordination of the Securities of any particular series pursuant to Sections 12.01 and Section 12.02, (vii) remove, amend or modify the going-concern, non-viability or bankruptcy write-down provisions or the cancellation of interest payment provisions in a manner not permitted to be accomplished without obtaining the consent of the Holders, (viii) impair the right of any Holder to institute suit for any payment on any Security when due, or (xix) reduce the aforesaid percentage of Securities of any particular seriesseries or class, the consent of the Holders of such series being which is required for any such supplemental indenture, in each case without the consent of the Holders of each Security so affected. Notwithstanding anything else contained in this Perpetual Subordinated Indenture, no amendment or modification which is prejudicial to any present or future creditor in respect of any Senior Indebtedness shall be made to the provisions of Section 12.01, Section 12.02 or Section 12.03 or those providing for the subordination of any Securities in the relevant supplemental indenture. No such amendment or modification shall in any event be effective against any such creditor of Senior Indebtedness. A supplemental indenture which changes or eliminates any covenant or other provision of this Perpetual Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders holders of Securities of such series, with respect to such covenant or provision, shall be deemed not to affect the rights under this Perpetual Subordinated Indenture of the Holders holders of Securities of any other series. Upon the request of the IssuerCompany, accompanied by an Officer’s Certificatea copy of the Board Resolution (which Board Resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Company authorized thereby) certified by a Responsible Officer of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Perpetual Subordinated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee, at the expense of the Company, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel with regard to any such supplemental indenture. The Trustee shall be entitled to conclusively rely upon such Officer’s Certificate and Opinion of Counsel in entering into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.02Section, the Trustee Company shall give notice thereof by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books Register of the Issuer Company or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Mitsubishi Ufj Financial (Mitsubishi Ufj Financial Group Inc)
Supplemental Perpetual Subordinated Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article 6) of the Holders of not less than a majority in Current Principal Amount aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (with each such series voting as one class), the IssuerCompany, when duly authorizedauthorized by a resolution of its Board (which resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Company authorized thereby), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Perpetual Subordinated Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall, except as otherwise required or permitted pursuant to the Going Concern Write-Down, Write-Down and Cancellation, cancellation of interest payment, or subordination provisions applicable to such series of Securities, shall (i) reduce the principal amount thereofthereof (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event), (ii) reduce the rate or extend the time of payment of interest thereonthereon (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event, or due to the cancellation of interest as provided in this Perpetual Subordinated Indenture), (iii) reduce any amount payable on redemption thereofthereof (other than upon the occurrence of a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or Liquidation Event), (iv) make change the currency or other terms in or under which the principal thereof (including any amount of original issue discount), premium, or interest thereon payable in any coin or currency other than that provided in on the Securities or in accordance with the terms thereofSecurity is payable, (v) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance with the terms of such Securities, (vi) change the IssuerCompany’s obligations to pay any Additional Amounts established pursuant to Section 2.03(n) on Securities for any tax, assessment or Section 3.05 (governmental charge withheld or deducted, if any), (vii) impair or affect the right of any Holder to institute suit for the payment on any Security when due or, if the Securities provide therefor, impair or affect any right of repayment at the option of the Holder, (viii) modify or amend any provisions relating to the conversion or exchange of the Securities for securities of the Issuer or of other entities or other property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into which the Securities shall be converted or exchanged, other than as provided in the antidilution provisions or other similar adjustment provisions of the Securities or otherwise in accordance with the terms of such Securities, (ixvi) modify or amend any provisions relating to the agreement to subordinate and the terms of subordination of the Securities of any particular series pursuant to Sections 12.01 and Section 12.02, (vii) remove, amend or modify the Going Concern Write-Down provisions, the Write-Down and Cancellation provisions or the cancellation of interest payment provisions in a manner not permitted to be accomplished without obtaining the consent of the Holders, (viii) impair the right of any Holder to institute suit for any payment on any Security when due, or (xix) reduce the aforesaid percentage of Securities of any particular seriesseries or class, the consent of the Holders of such series being which is required for any such supplemental indenture, in each case without the consent of the Holders of each Security so affected. Notwithstanding anything else contained in this Perpetual Subordinated Indenture, no amendment or modification which is prejudicial to any present or future creditor in respect of any Senior Indebtedness shall be made to the provisions of Section 12.01, Section 12.02 or Section 12.03 or those providing for the subordination of any Securities in the relevant supplemental indenture. No such amendment or modification shall in any event be effective against any such creditor of Senior Indebtedness. A supplemental indenture which changes or eliminates any covenant or other provision of this Perpetual Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, with respect to such covenant or provision, shall be deemed not to affect the rights under this Perpetual Subordinated Indenture of the Holders of Securities of any other series. Upon the request of the IssuerCompany, accompanied by an Officer’s Certificatea copy of the Board Resolution (which Board Resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Company authorized thereby) certified by a Responsible Officer of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Perpetual Subordinated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Trustee, at the expense of the Company, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel with regard to any such supplemental indenture. The Trustee shall be entitled to conclusively rely upon such Officer’s Certificate and Opinion of Counsel in entering into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 7.02Section, the Trustee Company shall give notice thereof by (a) first class mail to the Holders of Securities of each series affected thereby at their addresses as they shall appear on the registry books Register of the Issuer Company or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Mitsubishi Ufj (Mitsubishi Ufj Financial Group Inc)
