Common use of With the Consent of Holders Clause in Contracts

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantor Subsidiary Guarantors, the Collateral Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the any Notes Document or waive compliance with any provision of this Indenture or the Notesany Notes Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notesany Notes Documents, or waiver of any provision of this Indenture or the Notesany Notes Documents, may: (i) reduce the principal, or extend the stated maturitymaturity (or amend the definition of “Maturity Date”, as in effect on the Issue Date), of any Note; (ii) reduce the Redemption Price Price, the repurchase price specified in Section 3.12 or Fundamental Change Repurchase Price or Make-Whole Premium for any Note or change the times at which, or the circumstances under which, the Notes may or will be - 117 - redeemed or repurchased by the Company; (iii) reduce the rate, or extend the stated time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder of a Note set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change or modify the ranking of the Notes or the Guarantees, change or modify the lien priority or payment priority of the Notes or the Guarantees, release any Guarantee except as permitted by the terms of the Notes Documents, or subordinate the Notes, the Guarantee, or the liens securing the Notes or the Guarantees to any other Indebtedness of the Company or any Subsidiary Guarantor except as permitted by the terms of the Notes Documents; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes Documents that requires the consent of each affected Holder. Notwithstanding the foregoing, subject to the following sentence, if any amendment, waiver or other modification affects only the rights of a particular series of Notes, the Holders of any other series of Notes shall not be required to consent thereto and, in such case, only the consent of the Required Holders of the affected series of Notes or each Holder, as applicable, shall be required to consent thereto. For the avoidance of doubt, it is understood and agreed that any matter described in this Section 8.02(A) that by its terms applies only to a particular series of Notes shall not be deemed to affect the rights of, or require the consent of, the Holders of any other series of Notes and shall require only the consent of the Holders of the affected series of Notes, as the case may be, unless such amendment, waiver or other modification would have a material adverse effect on the Holders of another series of Notes or is otherwise specified in this Section 8.02(A) as requiring the consent of Holders of any or all series of the Notes. In addition, without the consent of the Holders of at least 66 2/3% in principal amount of the Notes then outstanding (A) of all series, voting as one class, and (B) to the extent adversely affecting less than all of the series of Notes, each affected series, voting as a separate class, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would (i) have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents with respect to one or more series of the Notes (except as permitted by the terms of this Indenture or the Collateral Documents as in effect on the Issue Date) or (ii) permit the Company to issue additional Notes under this Indenture (except as permitted as of the date hereof) or incur Indebtedness that is pari passu with the Notes of any or all series of the Notes as it relates to the Collateral. - 118 - For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, required repurchase date pursuant to Section 3.12, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver. Section 8.03.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Parent Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture Indenture, the Notes or the Notes Guarantee or waive compliance with any provision of this Indenture Indenture, the Notes or the NotesGuarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture Indenture, the Notes or the NotesGuarantee, or waiver of any provision of this Indenture Indenture, the Notes or the NotesGuarantee, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion Exchange rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date)7.08; (vi) change the ranking of the NotesNotes or the Guarantee; (vii) modify or amend the terms and conditions of the obligations of the Parent Guarantor, as guarantor of the Notes, in any manner that is adverse to the rights of the Holders, as such, other than (1) any elimination of the Guarantee in accordance with this Indenture; or (2) to give effect to a Parent Guarantor Business Combination Event in accordance with this Indenture; (viii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiiix) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixx) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantor Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: : (i) reduce the principal, or extend change the stated maturity, of any Note; ; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; ; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; ; (iv) make any change that adversely affects the conversion Conversion rights of any Note; ; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); ; (vi) change the ranking of the Notes; ; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; ; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversionConversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantor Subsidiary Guarantors, the Collateral Agent and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstandingRequired Holders, amend or supplement this Indenture or the any Notes Document or waive compliance with any provision of this Indenture or the Notesany Notes Document. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notesany Notes Documents, or waiver of any provision of this Indenture or the Notesany Notes Documents, may: (i) reduce the principal, or extend the stated maturitymaturity (or amend the definition of “Maturity Date”, as in effect on the Issue Date) of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price the repurchase price specified in Section 3.12 or Section 3.17 for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the stated time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (viv) change or modify the ranking of the Notes or the Guarantees, change or modify the lien priority or payment priority of the Notes or the Guarantees, release any Guarantee except as permitted by the terms of the Notes Documents, or subordinate the Notes, the Guarantee, or the liens securing the Notes or the Guarantees to any other Indebtedness of the Company or any Subsidiary Guarantor except as permitted by the terms of the Notes Documents; (viivi) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viiivii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ixviii) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes Documents that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iviii) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notesany Notes Document, or waiver of any provision of this Indenture or the Notesany Notes Document, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date required repurchase date or the Maturity Date or upon conversionDate, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. - 81 - In addition, without the consent of the Holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Collateral Document or the provisions in this Indenture dealing with the Collateral or the Collateral Documents in a manner that would (i) have the impact of releasing all or substantially all of the Collateral from the Liens of the Collateral Documents (except as permitted by the terms of this Indenture or the Collateral Documents as in effect on the Issue Date) or (ii) permit the Company to issue additional Notes under this Indenture (except as permitted as of the date hereof) or incur Indebtedness that is pari passu with the Notes as it relates to the Collateral. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver. Section 8.03.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantor Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

With the Consent of Holders. (A) Generally. Subject to Sections 8.01, 7.05 and 7.08 and the immediately following sentence, the Company, the Guarantor Company and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this Indenture or the Notes or waive compliance with any provision of this Indenture or the Notes. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01, without the consent of each affected Holder, no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may: (i) reduce the principal, or extend change the stated maturity, of any Note; (ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company; (iii) reduce the rate, or extend the time for the payment, of interest on any Note; (iv) make any change that adversely affects the conversion rights of any Note; (v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date); (vi) change the ranking of the Notes; (vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note; (viii) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or (ix) make any direct or indirect change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder. For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder. (B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.each