Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (iv) to add Guarantees with respect to the Notes or to secure the Notes; (v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer; (vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA; (vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture); (viii) to make any change that does not adversely affect the rights of any Holder; (ix) to provide for the issuance of the Exchange Notes or Additional Notes; or (x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
Appears in 7 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.), Indenture (Intelsat LTD)
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes; or
(xg) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Offering Memorandum, which intent shall be conclusively evidenced by an Officers’ Certificate to that effect. After an amendment under this Section 9.1 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.1.
Appears in 7 contracts
Samples: Ninth Supplemental Indenture (Celanese Corp), Eighth Supplemental Indenture (Celanese Corp), Eighth Supplemental Indenture (Celanese Sales U.S. Ltd.)
Without Consent of the Holders. The Issuer (a) Without the consent of any Holder, the Company and the Trustee may amend this Indenture enter into one or more indentures supplemental hereto, for any of the Notes without notice to or consent of any Holderfollowing purposes:
(i) to cure any ambiguity, omission, defect or inconsistency;,
(ii) to comply with Article 5;provide for the assumption by a successor of the obligations of the Company under this Indenture,
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;,
(iv) to add Subsidiary Guarantees with respect to the Notes or Notes, to secure xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes;, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes when such release, termination or discharge is permitted under this Indenture,
(v) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;Company,
(vi) to comply with any requirement provide for or confirm the issuance of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees Additional Notes in accordance with the terms of this the Indenture);,
(viiivii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for Holder under the issuance of the Exchange Notes or Additional Notes; this Indenture, or
(xviii) to release the Guarantee of comply with any Parent requirement of the Issuer. After an amendment SEC in connection with the qualification of this Indenture under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, TIA or any defect therein, shall not impair or affect the validity of an amendment under this Sectionotherwise.
Appears in 6 contracts
Samples: Indenture (Lyondell Chemical Nederland LTD), Indenture (Lyondell Chemical Nederland LTD), Indenture (Lyondell Chemical Nederland LTD)
Without Consent of the Holders. The Issuer (a) Without the consent of any Holder, the Issuers and the Trustee may amend this Indenture enter into one or more indentures supplemental hereto, for any of the Notes without notice to or consent of any Holderfollowing purposes:
(i) to cure any ambiguity, omission, defect or inconsistency;inconsistency in the Indenture,
(ii) to comply with Article 5;provide for the assumption by a successor of an Issuer of the obligations of such Issuer under this Indenture,
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;,
(iv) to add Subsidiary Guarantees with respect to the Notes or Notes, to secure xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes;, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes when such release, termination or discharge is permitted under this Indenture,
(v) to add to the covenants of the Issuer or any Parent of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;Issuers,
(vi) to comply with any requirement provide for or confirm the issuance of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees Additional Notes or Additional Dividend Notes in accordance with the terms of this the Indenture);,
(viiivii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for Holder under the issuance of the Exchange Notes or Additional Notes; this Indenture, or
(xviii) to release the Guarantee of comply with any Parent requirement of the Issuer. After an amendment SEC in connection with the qualification of this Indenture under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, TIA or any defect therein, shall not impair or affect the validity of an amendment under this Sectionotherwise.
Appears in 5 contracts
Samples: Indenture (Equistar Chemicals Lp), Indenture (Equistar Funding Corp), Indenture (Equistar Chemicals Lp)
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided PROVIDED that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
Appears in 3 contracts
Samples: Indenture (Intelsat LTD), Indenture (Intelsat LTD), Indenture (PanAmSat Holding CORP)
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or;
(x) to release the Guarantee of any Parent of the Issuer; or
(xi) to conform the text of this Indenture or the Notes to any provision in the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended by the Issuer to be a recitation of a provision of this Indenture or the Notes as stated in an Officers’ Certificate. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture or the Notes Securities without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code;
(iv) to add additional Guarantees with respect to the Notes Securities or to secure the NotesSecurities;
(v) to add to the covenants of the Issuer Company or any Parent of the Issuer Holdings for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or any Parent of the IssuerHoldings;
(vi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes Securities or Additional Notes; or
(x) Securities, which shall have terms substantially identical in all material respects to release the Guarantee Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Samples: Indenture (Nalco Holding CO), Indenture (Nalco Holding CO)
Without Consent of the Holders. The Issuer Issuers and the Trustee may amend or supplement this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B);
(iii) to provide for the assumption of the CodeCompany’s obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article 5 hereof;
(iv) to add Guarantees with respect to any Guarantee of the Notes or to secure release the NotesParent Guarantee or any other Guarantee;
(v) to add to the covenants of the Issuer or any Parent of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the IssuerIssuers;
(vi) to comply with any requirement of the SEC Commission in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that would provide additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes or the Additional Notes; or
(x) , which shall have terms substantially identical in all material respects to release the Guarantee Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Samples: Indenture (Graham Packaging Holdings Co), Indenture (Graham Packaging Holdings Co)
Without Consent of the Holders. The Issuer Company, the Parent Company and the Subsidiary Guarantors, when authorized by a resolution of their Boards of Directors (as evidenced by Board Resolutions), and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder:
(i1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; provided that such amendments or supplements shall not, in the good faith opinion of the Board of Directors of the Parent Company as evidenced by a Board Resolution, adversely affect the interests of the Holders in any material respect;
(ii2) to comply with Article 5Five;
(iii3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA;
(4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;
(5) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv6) to add one or more additional Guarantees with respect to on the Notes or to secure the Notesterms required by this Indenture;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii7) to make any change that that, in the good faith opinion of the Board of Directors of the Parent Company as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) 8) to release conform the text of this Indenture, the Notes, the Parent Guarantee of or any Parent Subsidiary Guarantee to any provision in the section of the Issuer. After an amendment under Offering Circular entitled “Description of Notes” to the extent that such provision in the section of the Offering Circular entitled “Description of Notes” was intended to be a verbatim recitation of a provision of this Section becomes effectiveIndenture, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersNotes, the Parent Guarantee or any defect therein, shall not impair or affect the validity of an amendment under this SectionSubsidiary Guarantee.
Appears in 2 contracts
Samples: Indenture (Tw Telecom Inc.), Indenture (Tw Telecom Inc.)
Without Consent of the Holders. The Issuer Issuer, Holdings and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section 9.01 becomes effective, the Issuer or Holdings shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Without Consent of the Holders. The Issuer Issuers and the Trustee may amend this Indenture or the Notes Securities without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes Securities or to secure the NotesSecurities;
(v) to add to the covenants of the Issuer or any Parent of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the IssuerIssuers;
(vi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes Securities or Additional Notes; or
(x) Securities, which shall have terms substantially identical in all material respects to release the Guarantee Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Samples: Indenture (Nalco Energy Services Equatorial Guinea LLC), Indenture (Nalco Finance Holdings Inc.)
Without Consent of the Holders. (a) The Issuer and the Trustee may amend or supplement this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omissionomissions, defect defects or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B);
(iii) to provide for the assumption of the CodeIssuer's obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer's assets pursuant to Article 5 hereof;
(iv) to add Guarantees with respect to the Notes or to secure the Notes[Reserved];
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC Commission in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that would provide additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes or the Additional Notes; or
(x) , which shall have terms substantially identical in all material respects to release the Guarantee Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of any Parent securities. In formulating its opinion on such matters, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of the IssuerCounsel. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. .. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Samples: Indenture (Rural Metro Corp /De/), Indenture (Rural Metro Corp /De/)
Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply provide for the assumption by a Successor Issuer of the obligations of the Issuer under this Indenture and the Notes in compliance with Article 5;
(iii) to provide for the assumption by a Successor Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Guarantee in compliance with Article 5 of this Indenture;
(iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(ivv) to add Guarantees with respect to the Notes or to secure the Notes;
(vvi) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vivii) to comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance effect any provision of the Exchange Notes or Additional Notesthis Indenture; or
(x) to release make certain changes to this Indenture to provide for the Guarantee issuance of any Parent of the IssuerAdditional Notes. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Samples: Indenture (Watchguard Registration Services, Inc.), Indenture (Affinion Loyalty Group, Inc.)
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:Holder (provided that the Issuer need not act to amend this Indenture to add Subsidiary Guarantors on the Issue Date):
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 2 contracts
Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture or Indenture, the Notes and/or the Note Guarantees without notice to or the consent of any Holder:
(i1) to cure any ambiguity, omission, defect or inconsistency;
(ii2) to comply with Article 5provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this Indenture;
(iii3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(iv4) to add Guarantees with respect to the Notes Notes, including any Note Guarantees, or to secure the Notes;
(v5) to add to the covenants of the Issuer Parent or any Parent of the Issuer a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Parent or any Parent of the Issuera Restricted Subsidiary;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii6) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights of any HolderHolder in any material respect;
(ix7) to conform the text of this Indenture or the Notes (including the Note Guarantees) to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture or the Notes;
(8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or
(9) to provide for the issuance of Additional Notes in accordance with the Exchange Notes or Additional Notes; or
(x) to release the Guarantee terms of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionIndenture.
Appears in 2 contracts
Samples: Indenture (Amn Healthcare Services Inc), Indenture (Amn Healthcare Services Inc)
Without Consent of the Holders. (a) The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(i1) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii2) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv3) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any Holdersuch holder;
(ix5) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(6) to add a Guarantee of the Notes;
(7) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of the Indenture; or
(x) 8) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Offering Memorandum, which intent shall be conclusively evidenced by an Officer’s Certificate to that effect. After an amendment under this Section 9.1 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.1.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Celanese Corp), First Supplemental Indenture (Celanese CORP)
Without Consent of the Holders. The Issuer and (a) Without the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may enter into one or more indentures supplemental hereto, for any of the following purposes:
(i) to cure any ambiguity, omission, defect or inconsistency;,
(ii) to comply with Article 5;provide for the assumption by a successor of the obligations of the Company under this Indenture,
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;,
(iv) to add Subsidiary Guarantees with respect to the Notes or Notes, to secure xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes;, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes when such release, termination or discharge is permitted under this Indenture,
(v) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;Company,
(vi) to comply with any requirement provide for or confirm the issuance of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees Additional Notes in accordance with the terms of this the Indenture);,
(viiivii) to make any change that does not adversely affect the rights of any Holder;Holder under the Notes or this Indenture,
(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA or otherwise, or
(ix) to provide for conform any provision of this Indenture to the issuance “Description of Notes” included in the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effectiveprospectus dated September 15, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section2006.
Appears in 2 contracts
Samples: Indenture (Lyondell Chemical Co), Indenture (Lyondell Chemical Co)
Without Consent of the Holders. The Issuer (a) Without the consent of any Holder of Rights, Aura and the Trustee Trustees may amend or supplement this Indenture or the Notes without notice to or consent of any HolderRights Certificates:
(i) to cure any ambiguity, omission, defect or inconsistencyevidence the appointment of another person as a successor Trustee;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer Aura such further covenants, restrictions, conditions or any Parent of the Issuer provisions for the protection and benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the IssuerHolders;
(viiii) to cure any ambiguity, to correct or supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture;
(iv) as necessary to comply with any applicable laws;
(v) to comply with any requirement requirements of the SEC in connection with qualifying the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Trust Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional NotesAct; or
(xvi) any other amendment to release this Indenture that would provide any additional rights or benefits to the Guarantee Holders and that does not materially adversely affect the interests of any Parent such Holder.
(b) Aura and the Trustees, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of Rights in the event any Holder agreed to renounce such Holder's Rights under this Indenture, unless such addition, elimination or change is deemed adverse to the interests of the Issuer. After an amendment under this Section becomes effective, Holders by the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionTrustees.
Appears in 1 contract
Without Consent of the Holders. The Issuer and Without the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder, the Issuer, the Trustee and, if applicable, the Subsidiary Guarantors may amend or supplement this Indenture, the Notes or any Note Guarantees:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Definitive Notes;
(vc) to add to provide for the covenants assumption of the Issuer or any Parent a Subsidiary Guarantor’s obligations to Holders of Notes and Note Guarantees in the Issuer for the benefit case of the Holders a merger or to surrender any right consolidation or power herein conferred upon the Issuer sale of all or any Parent substantially all of the Issuer’s or such Subsidiary Guarantor’s assets, as applicable;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;
(ixe) to conform the text of this Indenture, the Note Guarantees, or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended by the Issuer and the initial purchasers to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as represented by the Issuer to the Trustee in an Officers’ Certificate;
(f) to provide for the issuance of Additional Notes in accordance with the Exchange Notes or Additional Noteslimitations set forth in this Indenture; or
(xg) to release allow any Subsidiary Guarantor to execute a supplemental Indenture with respect to a Note Guarantee and/or a Note Guarantee with respect to the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionNotes.
Appears in 1 contract
Samples: Indenture (Cementos Pacasmayo Saa)
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes; or
(xg) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Prospectus Supplement related to the Notes dated July 12, 2022, which intent shall be conclusively evidenced by an Officers’ Certificate to that effect. After an amendment under this Section 9.2 becomes effective, the Issuer shall mail (or when the Securities are in the form of Global Securities, send pursuant to the applicable procedures of the Common Depositary) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.2.
Appears in 1 contract
Without Consent of the Holders. The Issuer and (a) Without the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may enter into one or more indentures supplemental hereto, for any of the following purposes:
(i) to cure any ambiguity, omission, defect or inconsistency;,
(ii) to comply with Article 5;provide for the assumption by a successor of the obligations of the Company under this Indenture,
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;,
(iv) to add Subsidiary Guarantees with respect to the Notes or Notes, to secure xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes;, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes when such release, termination or discharge is permitted under this Indenture,
(v) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;Company,
(vi) to comply with any requirement provide for or confirm the issuance of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees Additional Notes in accordance with the terms of this the Indenture);,
(viiivii) to make any change that does not adversely affect the rights of any Holder;Holder under the Notes or this Indenture,
(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA or otherwise, or
(ix) to provide for conform any provision of this Indenture to the issuance “Description of Notes” included in the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Sectionprospectus dated .
Appears in 1 contract
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes; or
(xg) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Offering Memorandum, which intent shall be conclusively evidenced by an Officers’ Certificate to that effect. After an amendment under this Section 9.1 becomes effective, the Issuer shall mail (or, when the Securities are in the form of Global Securities, send pursuant to the applicable procedures of the Common Depositary) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.1.
Appears in 1 contract
Without Consent of the Holders. The Issuer Notwithstanding the provisions of Section 9.02 hereof, the Company and the Trustee may amend or supplement this Indenture or the Notes Debentures without notice to or the consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes Debentures in addition to or in place of certificated Notes; provided that Debentures or to alter the uncertificated Notes are issued in registered form for purposes provisions of Section 163(fArticle 2 hereof (including the related definitions) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Codedoes not materially adversely affect any Holder;
(ivc) to add Guarantees with respect provide for the assumption of the Company's obligations to the Notes or Holders by a successor to secure the NotesCompany pursuant to Article 5 hereof;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;
(ixe) to provide for the issuance of Additional Debentures in accordance with the Exchange Notes or Additional Notesprovisions set forth in this Indenture; or
(xf) to release comply with requirements of the Guarantee SEC in order to effect or maintain the qualification of this Indenture under the TIA. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any Parent such amended or supplemental Indenture, and upon receipt by the Trustee of the Issuer. After an amendment documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, Indenture or any defect therein, shall not impair or affect the validity of an amendment under this Sectionotherwise.
Appears in 1 contract
Samples: Indenture (Grove Holdings Inc)
Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture or Indenture, the Notes and/or the Note Guarantees without notice to or the consent of any Holder:
(i1) to cure any ambiguity, omission, defect or inconsistency;
(ii2) to comply with Article 5provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this Indenture;
(iii3) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(iv4) to add Guarantees with respect to the Notes Notes, including any Note Guarantees, or to secure the Notes;
(v5) to add to the covenants of the Issuer Parent or any Parent of the Issuer a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Parent or any Parent of the Issuera Restricted Subsidiary;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii6) to make any change that does not adversely affect the rights of any HolderHolder in any material respect;
(ix7) to provide for conform the issuance text of this Indenture or the Notes (including the Note Guarantees) to any provision of the Exchange Notes “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture or Additional the Notes; or
(x8) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) to release the Guarantee of any Parent compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, Securities Act or any defect therein, shall other applicable securities law and (b) such amendment does not impair or materially and adversely affect the validity rights of an amendment under this SectionHolders to transfer Notes.
Appears in 1 contract
Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture or the Notes Securities without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(iib) to comply with Article 5;
(iiic) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code;
(ivd) to add additional Senior Guarantees with respect to the Notes Securities or to secure the NotesSecurities;
(ve) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the IssuerCompany;
(vif) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiig) to make any change that does not adversely affect the rights of any Holder;; or
(ixh) to provide for the issuance of the Exchange Notes Securities or Additional Notes; or
(x) Securities, which shall have terms substantially identical in all material respects to release the Guarantee Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Samples: Indenture (Goodman Holding CO)
Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture or the Notes Securities without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code;
(iv) to add additional Guarantees with respect to the Notes Securities or to secure the NotesSecurities;
(v) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the IssuerCompany;
(vi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes Securities or Additional Notes; or
(x) Securities, which shall have terms substantially identical in all material respects to release the Guarantee Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Without Consent of the Holders. The Issuer and Issuer, the Trustee and, if applicable, the Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Escrow Agreement or the Notes Security Documents without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that ;
(iii) to provide for the uncertificated Notes are issued in registered form for purposes of Section 163(f) assumption of the Code Issuer’s obligations to holders of Notes in the case of a merger or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) consolidation or sale of all or substantially all of the CodeIssuer’s assets pursuant to Article 5 hereof;
(iv) to add Guarantees with respect to any Guarantee of the Notes or to secure add Collateral for the Notesbenefit of the Notes or the Guarantees;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement requirements of the SEC Commission in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that would provide additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) , which shall have terms substantially identical in all material respects to release the Guarantee Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Samples: Indenture (Orbimage Inc)
Without Consent of the Holders. The Issuer Company, the Parent Company and the Subsidiary Guarantors, when authorized by a resolution of their Boards of Directors (as evidenced by Board Resolutions), and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder:
(i1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; provided that such amendments or supplements shall not, in the good faith opinion of the Board of Directors of the Parent Company as evidenced by a Board Resolution, adversely affect the interests of the Holders in any material respect;
(ii2) to comply with Article 5Five;
(iii3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA;
(4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;
(5) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv6) to add one or more additional Guarantees with respect to on the Notes or to secure the Notesterms required by this Indenture;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii7) to make any change that that, in the good faith opinion of the Board of Directors of the Parent Company as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) 8) to release conform the text of this Indenture, the Notes, the Parent Guarantee of or any Parent Subsidiary Guarantee to any provision in the section of the Issuer. After an amendment under Offering Circular entitled “Description of 2023 Notes” to the extent that such provision in the section of the Offering Circular entitled “Description of 2023 Notes” was intended to be a verbatim recitation of a provision of this Section becomes effectiveIndenture, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersNotes, the Parent Guarantee or any defect therein, shall not impair or affect the validity of an amendment under this SectionSubsidiary Guarantee.
Appears in 1 contract
Samples: Indenture (Tw Telecom Inc.)
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in fully registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to secure the Notes;
(vi) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vivii) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(viiviii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiiix) to make any change that does not adversely affect the rights of any Holder;
(ixx) to provide for the issuance of the Exchange Notes or Additional Notes; or
(xxi) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
Appears in 1 contract
Samples: Indenture (Intelsat CORP)
Without Consent of the Holders. The Issuer Company and the Trustee may amend this Indenture or the Notes Securities without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; provided provided, however, that the uncertificated Notes Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes Securities are described in Section 163(f)(2)(B) of the Code;
(iv) to add additional Senior Guarantees with respect to the Notes Securities or to secure the NotesSecurities;
(v) to add to the covenants of the Issuer Company or any Parent of the Issuer Holdings for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Company or any Parent of the IssuerHoldings;
(vi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes Securities or Additional Notes; or
(x) Securities, which shall have terms substantially identical in all material respects to release the Guarantee Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Samples: Indenture (Nalco Energy Services Equatorial Guinea LLC)
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes; or
(xg) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Prospectus Supplement related to the Notes dated July 7, 2022, which intent shall be conclusively evidenced by an Officer’s Certificate to that effect. After an amendment under this Section 9.2 becomes effective, the Issuer shall mail (or deliver pursuant to the procedures of the DTC) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.2.
Appears in 1 contract
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes; or
(xg) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Offering Memorandum, which intent shall be conclusively evidenced by an Officers’ Certificate to that effect. After an amendment under this Section 9.1 becomes effective, the Issuer shall mail (or deliver pursuant to the procedures of the DTC) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.1.
Appears in 1 contract
Without Consent of the Holders. The Issuer and Without the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may enter into one or more indentures supplemental hereto, for any of the following purposes:
(ia) to cure any ambiguity, omission, defect or inconsistency;,
(iib) to comply with Article 5;provide for the assumption by a successor of the obligations of the Company under this Indenture,
(iiic) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;,
(ivd) to add Subsidiary Guarantees with respect to the Notes or Notes, to secure xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes;, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes when such release, termination or discharge is permitted under this Indenture,
(ve) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;Company,
(vif) to comply with any requirement provide for or confirm the issuance of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees Additional Notes in accordance with the terms of this Indenture);,
(viiig) to make any change that does not adversely affect the rights of any Holder;Holder under the Notes or this Indenture,
(ixh) to provide for the issuance comply with any requirement of the Exchange Notes SEC in connection with the qualification of this Indenture under the TIA or Additional Notes; otherwise, or
(xi) to release conform any provision of this Indenture to the Guarantee “Description of any Parent of Notes” included in the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Sectionprospectus dated [ ].
Appears in 1 contract
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes; or
(xg) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Prospectus Supplement related to the Notes dated August 10, 2023, which intent shall be conclusively evidenced by an Officer’s Certificate to that effect. After an amendment under this Section 9.2 becomes effective, the Issuer shall mail (or deliver pursuant to the procedures of the DTC) to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.2.
Appears in 1 contract
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:Holder (provided that the Issuer need not act to amend this Indenture to add Subsidiary Guarantors on the Issue Date):
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided PROVIDED that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv) to add Guarantees with respect to the Notes or to secure the Notes;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees or Escrowed Property in accordance with the terms of this IndentureIndenture and the Escrow Agreement);
(viii) to make any change that does not adversely affect the rights of any Holder;; or
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply provide for the assumption by a Successor Issuer of the obligations of the Issuer under this Indenture and the Notes in compliance with Article 5;
(iii) to provide for the assumption by a Successor Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Guarantee in compliance with Article 5 of this Indenture;
(iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(ivv) to add Guarantees with respect to the Notes or to secure the Notes;
(vvi) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vivii) to comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance effect any provision of the Exchange Notes or Additional Notesthis Indenture; or
(x) to release make certain changes to this Indenture to provide for the Guarantee issuance of any Parent of the IssuerAdditional Notes. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail send or cause to be sent to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Samples: Indenture (Affinion Group, Inc.)
Without Consent of the Holders. The Issuer and the Trustee Guarantors may amend this Indenture Note Agreement or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply provide for the assumption by a Successor Issuer of the obligations of the Issuer under this Note Agreement and the Notes in compliance with Article 5;
(iii) to provide for uncertificated the assumption by a Successor Guarantor of the obligations of a Subsidiary Guarantor under this Note Agreement and its Guarantee in compliance with Article 5;
(iv) to provide for Notes in the form of global notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivv) to add Guarantees with respect to the Notes or to secure the Notes;
(vvi) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(xviii) to release the Guarantee effect any provision of any Parent of the Issuerthis Note Agreement. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders and the New Investments Notes Representative a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Without Consent of the Holders. The Issuer Issuers and the Trustee may amend or supplement this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B);
(iii) to provide for the assumption of the CodeCompany's obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets pursuant to Article 5 hereof;
(iv) to add Guarantees with respect to any Guarantee of the Notes or to secure release the NotesParent Guarantee or any other Guarantee;
(v) to add to the covenants of the Issuer or any Parent of the Issuer Issuers for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the IssuerIssuers;
(vi) to comply with any requirement of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that would provide additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Holder;; or
(ixviii) to provide for the issuance of the Exchange Notes or the Additional Notes; or
(x) , which shall have terms substantially identical in all material respects to release the Guarantee Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of any Parent of the Issuersecurities. After an amendment under this Section 9.01 becomes effective, the Issuer Issuers shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.01.
Appears in 1 contract
Without Consent of the Holders. The Issuer Issuer, the Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder:
(i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply provide for the assumption by a Successor Issuer of the obligations of the Issuer under this Indenture and the Notes in compliance with Article 5;
(iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under this Indenture and its Guarantee in compliance with Article 5 of this Indenture;
(iv) to provide for a co-issuer that is a corporation;
(v) to provide for uncertificated Notes in addition to or in place of certificated Notes; Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(ivvi) to add Guarantees with respect to the Notes or to secure the Notes;
(vvii) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii) to make any change that does not adversely affect the rights of any Holder;, including, without limitation, any change to effect an Automatic Exchange; provided that the Trustee shall have no responsibility to determine if such change adversely effects the rights of any Holder; or
(ix) to provide for the issuance effect any provision of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionIndenture.
Appears in 1 contract
Samples: Indenture (Affinion Group, Inc.)
Without Consent of the Holders. The Issuer and the Trustee may amend or supplement this Indenture or with respect to the Notes of one or more Series or amend or supplement the Notes of one or more Series without notice to or the consent of any Holder:
(i1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(ii2) to comply provide for the assumption by a successor Issuer (with Article 5respect to the Issuer) of the obligations of the Issuer under this Indenture and the Notes;
(iii3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided , provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes notes are described in Section 163(f)(2)(B) of the Code;
(iv4) to add Guarantees with respect to the Notes or collateral to secure the such Notes;
(v5) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders of all or any Series of Notes (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii6) to make any change that does not not, directly or indirectly, adversely affect the rights any Holder of Notes of such Series in any Holderrespect;
(ix7) to evidence and provide for the acceptance of appointment hereunder by a successor or separate trustee with respect to the Notes of one or more Series as permitted by and in accordance with the applicable terms of this Indenture; or
(8) to effect any provisions of this Indenture, to the extent not inconsistent with Sections 9.02, 9.03 and 9.04, or to make changes to this Indenture to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) to release the Guarantee of any Parent of the Issuer. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
Appears in 1 contract
Samples: Indenture (Emergent Capital, Inc.)
Without Consent of the Holders. The Issuer and Without the Trustee may amend this Indenture or the Notes without notice to or consent of any Holder, the Company, the Trustee and (if applicable) any Subsidiary Guarantor may enter into one or more indentures supplemental hereto, for any of the following purposes:
(ia) to cure any ambiguity, omission, defect or inconsistency;,
(iib) to comply with Article 5;provide for the assumption by a successor of the obligations of the Company under this Indenture,
(iiic) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;,
(ivd) to add Subsidiary Guarantees with respect to the Notes or Notes, to secure xxxxx x Xxxx under this Indenture to the Trustee as security for the Notes;, to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee or any such Lien with respect to or securing the Notes when such release, termination or discharge is permitted under this Indenture,
(ve) to add to the covenants of the Issuer or any Parent of the Issuer Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;Company,
(vif) to comply with any requirement provide for or confirm the issuance of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees Additional Notes in accordance with the terms of this Indenture);,
(viiig) to make any change that does not adversely affect the rights of any Holder;Holder under the Notes or this Indenture,
(ixh) to provide for the issuance comply with any requirement of the Exchange Notes SEC in connection with the qualification of this Indenture under the TIA or Additional Notes; otherwise, or
(xi) to release conform any provision of this Indenture to the Guarantee “Description of any Parent of Notes” included in the Issuer. After an amendment under this Section becomes effectiveprospectus dated May 30, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section2007.
Appears in 1 contract
Samples: Indenture (Lyondell Chemical Co)
Without Consent of the Holders. The Issuer and the Trustee may amend this or supplement the Indenture or the Notes without notice to or consent of any Holder:
(ia) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article 5;
(iiib) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(ivc) to add Guarantees with respect provide for the assumption of the Issuer’s obligations to Holders of Notes in the Notes case of a merger or to secure consolidation or sale of all or substantially all of the Notesassets of the Issuer and its Subsidiaries;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viiid) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;
(ixe) to provide for the issuance comply with requirements of the Exchange Notes Commission in order to effect or Additional maintain the qualification of the Indenture under the Trust Indenture Act;
(f) to add a Guarantee of the Notes;
(g) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided that such sale, designation or release is in accordance with the applicable provisions of the Indenture; or
(xh) to release conform the Guarantee text of any Parent provision of the IssuerIndenture, the Notes or Guarantees to the extent such provision was intended to be a verbatim recitation of a provision in the “Description of the Notes” section in the Offering Memorandum, which intent shall be conclusively evidenced by an Officers’ Certificate to that effect. After an amendment under this Section 9.1 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this SectionSection 9.1.
Appears in 1 contract
Without Consent of the Holders. The Issuer Company, the Parent Company and the Subsidiary Guarantors, when authorized by a resolution of their Boards of Directors (as evidenced by Board Resolutions), and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder:
(i1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in this Indenture; provided that such amendments or supplements shall not, in the good faith opinion of the Board of Directors of the Parent Company as evidenced by a Board Resolution, adversely affect the interests of the Holders in any material respect;
(ii2) to comply with Article 5Five;
(iii3) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA;
(4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee;
(5) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;
(iv6) to add one or more additional Guarantees with respect to on the Notes or to secure the Notesterms required by this Indenture;
(v) to add to the covenants of the Issuer or any Parent of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or any Parent of the Issuer;
(vi) to comply with any requirement of the SEC in connection with qualifying this Indenture under the TIA;
(vii) to effect any provision of this Indenture (including to release any Guarantees in accordance with the terms of this Indenture);
(viii7) to make any change that that, in the good faith opinion of the Board of Directors of the Parent Company as evidenced by a Board Resolution, does not materially and adversely affect the rights of any Holder;
(ix) to provide for the issuance of the Exchange Notes or Additional Notes; or
(x) 8) to release conform the text of this Indenture, the Notes, the Parent Guarantee of or any Parent Subsidiary Guarantee to any provision in the section of the Issuer. After an amendment under Offering Circular entitled “Description of 2022 Notes” to the extent that such provision in the section of the Offering Circular entitled “Description of 2022 Notes” was intended to be a verbatim recitation of a provision of this Section becomes effectiveIndenture, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all HoldersNotes, the Parent Guarantee or any defect therein, shall not impair or affect the validity of an amendment under this SectionSubsidiary Guarantee.
Appears in 1 contract
Samples: Indenture (Tw Telecom Inc.)