Common use of Without the Consent of Holders Clause in Contracts

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guarantee; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 2 contracts

Samples: Indenture (Rexford Industrial Realty, Inc.), Indenture (Rexford Industrial Realty, Inc.)

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Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes or the Guarantee Guarantees without the consent of any Holder to: (A) cure any ambiguity ambiguity, mistake or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the any Guarantee; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04and Article 9, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect to settle Interest Make-Whole Payments with cash or eliminate shares of Common Stock (together with cash in lieu of any Settlement Method or Specified Dollar Amountfractional share as set forth in Section 5.03(A)(iii); provided, however, that (i) no such election or elimination will affect any Settlement Method Interest Make-Whole Payment settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A5.03(A)(ii); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, a successor Xxxxxxxxxx Agent or successor Paying Agent hereunder pursuant to the requirements hereof or to provide for the accession by the Trustee to any Note Documents; (I) conform increase the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the NotesConversion Rate; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or; (K) comply with the rules of the Depository in a manner that does not adversely affect the rights of any Holder; (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect; or (M) enter into supplemental indentures pursuant to, as determined by the Company and in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Noteaccordance with, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I)3.11.

Appears in 2 contracts

Samples: First Supplemental Indenture (Nogin, Inc.), Indenture (Nogin, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may amend or supplement this Indenture, the Notes or the Guarantee Security Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) further secure the Notes or the any Guarantee; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04and Article 9, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Note Agent or Collateral Agent; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (JH) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KI) [Reserved]; (J) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (K) comply with the rules of the Depositary in a manner that does not adversely affect the rights of any Holder; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 2 contracts

Samples: Indenture (Getaround, Inc), Convertible Note Subscription Agreement (InterPrivate II Acquisition Corp.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the any Notes or the Guarantee Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes, or to confirm and evidence the release, termination or discharge of any guarantee (including any Guarantee) with respect to the Notes when such release, termination or discharge is permitted under this Indenture or the other Notes Documents, as applicable; (C) secure the Notes or any Guarantee, or to release Collateral from the GuaranteeLien of this Indenture and the Collateral Documents when permitted or required by the Collateral Documents or this Indenture; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes Documents pursuant to, and in compliance with, Article 6 or Section 9.04and Article 9, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (H) [Reserved]; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes[Reserved]; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LK) make any other change to this Indenture or the any Notes Document that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred respect (other than Holders that have consented to in Section 8.01(Isuch change).

Appears in 2 contracts

Samples: Indenture (Biora Therapeutics, Inc.), Indenture (Biora Therapeutics, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.029.02, the Company, the Guarantor Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this the Indenture, the Notes or the Guarantee Collateral Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the Guaranteewith additional collateral; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 7 or Section 9.04to provide for the assumption of any Grantor’s obligations under the Collateral Documents or the addition of one or more additional grantors, pledgors or mortgagors, as applicableapplicable under the Collateral Documents, in each case, pursuant to and in compliance with Section 3.25(B); (F) release all or any portion of the Collateral (or all or any portion of the value of the Collateral) or release a guarantor from their guarantee of the Secured Obligations, each in accordance with the Indenture or the Collateral Documents; (G) enter into a supplemental indentures indenture pursuant to, and in accordance with, Section 5.09 6.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; providedEvent to provide that the Notes will be convertible in the manner, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying subject to the Exchange of any Note; (H) provisions, set forth in Section 6.08, and make related changes to the extent expressly required by this Supplemental Indenture evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KH) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this Indenture the Indenture, or any supplemental indenture thereto, under the Trust Indenture Act, as then in effect; (I) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or (LJ) make any other change changes to this the Indenture or the Notes that does not, individually individually, or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, Holders in any material respect. In addition, without consent of any Holder, and notwithstanding anything to the contrary in this Indenture or the Notes, (i) as provided in Section 12.01 or (ii) if the Notes have been repaid, redeemed in full and/or converted into Common Stock in full, in each case, the Collateral shall be automatically released from the Liens created by the Collateral Documents (in the case of (ii), with respect to the obligations in respect of the Notes), and all obligations of the Collateral Agent and the Grantors shall automatically terminate, all without delivery of any instrument or any further action by any party, and all rights to the Collateral shall revert to the Grantors, as determined by the Company in good faithapplicable. At the written request and sole expense of Grantors, as applicable, following any Holder of a Note or owner of a beneficial interest in a Global Notesuch termination, the Company will provide a copy of Collateral Agent shall deliver (or cause the “Description of Notes” section Collateral Trustee to deliver) to Grantors, as applicable, any Collateral held by the Collateral Agent or the Collateral Trustee, as applicable, under any Collateral Documents, and pricing term sheet referred execute and deliver (or cause the execution and delivery) to in Section 8.01(I)Grantors, as applicable any documents that Grantors, as applicable, shall reasonably request to evidence such termination.

Appears in 2 contracts

Samples: Ninth Supplemental Indenture (Tellurian Inc. /De/), Securities Purchase Agreement (Tellurian Inc. /De/)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guaranteeany Guarantees; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock an Ordinary Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (K) to comply with the rules of the Depositary; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 2 contracts

Samples: Indenture (Amryt Pharma PLC), Indenture (Amryt Pharma PLC)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Trustee and the Trustee Collateral Agent, as applicable, may amend or supplement this the Indenture, the Notes or the Guarantee Pledge Agreement without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the Guaranteewith additional collateral; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or to provide for the assumption of the Pledgor’s obligations under the Pledge Agreement or the addition of one or more additional Pledgors under the Pledge Agreement, in each case, pursuant to and in compliance with Section 9.04, as applicable3.25(B); (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; providedEvent to provide that the Notes will be convertible in the manner, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying subject to the Exchange of any Note; (H) provisions, set forth in Section 5.08, and make related changes to the extent expressly required by this Supplemental Indenture evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KG) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this Indenture the Indenture, or any supplemental indenture thereto, under the Trust Indenture Act, as then in effect; (H) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or (LI) make any other change changes to this the Indenture or the Notes that does not, individually individually, or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, Holders in any material respect. In addition, as determined without consent of any Holder, and notwithstanding anything to the contrary in this Indenture or the Notes, if (i) the Company has complied with all of its redemption obligations to any Holders accepting an Optional Redemption, or upon all Holders rejecting such offer or (ii) the Notes have been repaid, redeemed in full and/or converted into Common Stock in full, the Pledged Collateral shall be automatically released from the Liens created by the Company in good faithPledge Agreement, and all obligations of the Collateral Agent and the Pledgor shall automatically terminate, all without delivery of any instrument or any further action by any party, and all rights to the Pledged Collateral shall revert to the Pledgor. At the written request and sole expense of Pledgor following any Holder of a Note or owner of a beneficial interest in a Global Notesuch termination, the Company will provide a copy of Collateral Agent shall deliver to Pledgor any Pledged Collateral held by the “Description of Notes” section Collateral Agent hereunder, and pricing term sheet referred execute and deliver to in Section 8.01(I)Pledgor any documents that Pledgor shall reasonably request to evidence such termination.

Appears in 1 contract

Samples: First Supplemental Indenture (Tellurian Inc. /De/)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25June 4, 20242020, as supplemented by the related pricing term sheet, dated March 26June 4, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Varex Imaging Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the NotesOffering Memorandum; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (DigitalOcean Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.029.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable7; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (IH) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 14, 20242020, as supplemented by the related pricing term sheet, dated March 26April 14, 20242020, in each case, as it relates relating to the offer and sale of the Initial Notes; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LK) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I9.01(H).

Appears in 1 contract

Samples: Indenture (Coherus BioSciences, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); ) and (ii) such irrevocable election or elimination can in no event result in may the Company elect Combination Settlement with a Specified Dollar Amount of that is less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any NoteNotes; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25May 22, 2024, as supplemented by the related pricing term sheet, dated March 26May 22, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Haemonetics Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: : (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; ; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; ; (C) secure the Notes or the Guarantee; Notes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; Company; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; ; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; ; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 23, 20242022, as supplemented by the related pricing term sheet, dated March 26February 24, 2024, in each case, as it relates to the Notes2022; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Peabody Energy Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under the Indenture by more than one trustee; (I) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Prospectus Supplement, dated March 25November 6, 20242019, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26November 7, 2024, in each case, as it relates to the Notes2019; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B2.02(B); (K) increase the Conversion Rate as provided in the Indenture; (L) comply with any requirement of the SEC in connection with any effecting or maintaining qualification of this the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (M) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; (N) comply with the rules of the Depositary for the Notes in a manner that does not adversely affect the rights of any Holder; or (LO) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Cytokinetics Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;; ‌ ​ ​ ​ (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25April 22, 2024, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26April 23, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Vertex, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25September 4, 20242018, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26September 5, 2024, in each case, as it relates to the Notes2018; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Perficient Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 9, 20242023, as supplemented by the related pricing term sheet, dated March 26August 9, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Air Transport Services Group, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25June 29, 20242022, as supplemented by the related pricing term sheet, dated March 26June 30, 2024, in each case, as it relates to the Notes2022; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Cytokinetics Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange Conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25June 6, 2024, as supplemented by the related pricing term sheet, dated March 26June 6, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Ugi Corp /Pa/)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trusteetrustee, registrar, paying agent or conversion agent or facilitate the administration of the trusts under the Indenture by more than one trustee; (IH) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Prospectus Supplement, dated March May 25, 20242023, as supplemented by the related pricing term sheetPricing Term Sheet, dated March May 25, 2023, and filed by the Company as a free writing prospectus with the SEC through the EXXXX system on May 26, 2024, in each case, as it relates to the Notes2023; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B2.02(B); (J) increase the Conversion Rate as provided in the Indenture; (K) comply with any requirement of the SEC in connection with any effecting or maintaining qualification of this the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (L) comply with the rules of the Depositary for the Notes in a manner that does not adversely affect the rights of any Holder; or (LM) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, respect as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Tilray Brands, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock an Ordinary Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes[Reserved]; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (SMART Global Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25July 16, 20242018, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26July 17, 2024, in each case, as it relates to the Notes2018; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (CalAmp Corp.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this the Indenture, the Notes or the Guarantee Guarantees without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture the Indenture, the Notes or the NotesGuarantees; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the Guaranteeany Guarantees; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumprospectus supplement, dated March 2515, 20242021, as supplemented by the related pricing term sheet, dated March 2616, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; (L) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Centennial Resource Development, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25January 20, 20242021, as supplemented by the related pricing term sheet, dated March 26January 21, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) 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 United States Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder); (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Bentley Systems Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumcircular, dated March 25January 13, 20242022, as supplemented by the related pricing term sheet, dated March 26January 13, 2024, in each case, as it relates to the Notes2022; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Virgin Galactic Holdings, Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25November 12, 20242019, as supplemented by the related pricing term sheet, dated March 26November 13, 2024, in each case, as it relates to the Notes2019; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Halozyme Therapeutics, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: : (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; ; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; ; (C) secure the Notes or the Guarantee; Notes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; Company; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; ; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; , Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25December 2, 2024, as supplemented by the related pricing term sheet, dated March 26December 2, 2024, in each case, as it relates to the Notes; ; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); ; (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture Indenture, or any related supplemental indenture indenture, under the Trust Indenture Act, as then in effect; or or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).in

Appears in 1 contract

Samples: Indenture (Core Scientific, Inc./Tx)

Without the Consent of Holders. Notwithstanding anything This Section 7.01 supersedes and replaces Section 14.01 of the Base Indenture with respect to the contrary in Notes, and references to “Section 8.02, 14.01” of the Company, the Guarantor and the Trustee may amend or supplement Base Indenture shall instead refer to this “Section 7.01” of this First Supplemental Indenture, . The terms of the Notes or the Guarantee terms of the Indenture with respect to the Notes may be amended, supplemented or otherwise modified by the Company and the Trustee, at any time and from time to time, without the consent of any Holder toof Outstanding Notes for any of the following purposes: (Aa) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guarantee; (D) add to the Company’s or covenants and agreements of the Guarantor’s covenants or Company and to add Events of Default Default, in each case for the protection or benefit of the Holders of the Notes, or to surrender any right or power conferred on upon the Company or the GuarantorCompany; (Eb) provide for the assumption to add to or change any of the Company’s provisions of the Indenture to provide, change or eliminate any restrictions on the Guarantor’s obligations under this Indenture and payment of principal of or premium, if any, on the Notes; provided that any such action shall not adversely affect the interests of the Holders of the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicableany material respect; (Fc) enter into supplemental indentures pursuant toto evidence the succession of another entity to the Company, or successive successions, and the assumption by such successor of the covenants and obligations of the Company contained in the Notes and in the Indenture in accordance with, with Section 5.09 in connection with a Common Stock Change Event5.03 of this First Supplemental Indenture; (Gd) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); evidence and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of appointment by a successor Trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary for or facilitate the administration of the trusts under the Indenture by more than one Trustee; (Ie) to secure the Notes; (f) to cure any ambiguity or inconsistency or to correct or supplement any provision in the Indenture or to conform the provisions of this Indenture and terms that are applicable to the Notes to the description of the terms of such Notes in the “Description of the Notes” section of the Company’s preliminary offering memorandumprospectus supplement dated May 20, dated March 25, 2024, 2020; (g) to add to or change or eliminate any provision of the Indenture as supplemented by shall be necessary or desirable in accordance with the related pricing term sheet, dated March 26, 2024Trust Indenture Act; (h) to add guarantors or co-obligors with respect to the Notes or to release guarantors from their guarantees of the Notes, in each case, as it relates to accordance with the terms of the Notes; (Ji) provide for or confirm to make any change in the issuance Notes that does not adversely affect in any material respect the rights of additional Notes pursuant to Section 2.03(B)the Holders of the Notes; (Kj) comply with any requirement of the SEC to provide for uncertificated securities in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effectaddition to certificated securities; or (Lk) make to supplement any other change of the provisions of the Indenture to this Indenture the extent as shall be necessary to permit or facilitate the Notes defeasance or discharge of the Notes; provided that does not, individually or in the aggregate with all other any such changes, action shall not adversely affect the rights interests of the Holders, as such, Holders of the Notes in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (DENTSPLY SIRONA Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee Indenture Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this any Indenture or the NotesDocument; (B) add additional guarantees or security with respect to the Company’s obligations under this Indenture or the Notes, including for greater certainty, to allow any additional Guarantor to execute a supplemental indenture, a joinder to any Security Document and/or a guarantee with respect to the Notes; (C) secure the Notes or the Guarantee[Reserved]; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture Indenture, the Notes and the Notes Security Document, as applicable, pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock an Ordinary Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) adjust the Conversion Rate, the Conversion Price or the Make-Whole Table (including the establishment of the Conversion Rate, the Conversion Price or the initial Make-Whole Table) in accordance with, and subject to the terms of, this Indenture; (I) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee or Collateral Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B)[Reserved]; (K) comply with the rules of any applicable Depositary in a manner that does not adversely affect the rights of the Holders; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or; (LM) make any other change to this the Indenture or the Notes Documents that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect; or (N) effect, as determined confirm and evidence the release, termination or discharge or any guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I)Indenture Documents.

Appears in 1 contract

Samples: Indenture (Maxeon Solar Technologies, Ltd.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 18, 20242020, as supplemented by the related pricing term sheet, dated March 26February 19, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Pegasystems Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 16, 20242021, as supplemented by the related pricing term sheet, dated March 26August 17, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Opendoor Technologies Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeGuarantees; (D) add to the Company’s or the either Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the either Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LK) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Sabre Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumprospectus supplement, dated March 25May 18, 20242020, as supplemented by the related pricing term sheet, dated March 26May 18, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this Indenture the Indenture, or any supplemental indenture thereto, under the Trust Indenture Act, as then in effect; (L) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or (LM) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Gossamer Bio, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount, subject to the restrictions set forth in Section 5.03(A); provided, however, that (i) no such election or elimination will affect any Settlement Method settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25September 24, 20242017, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26September 25, 2024, in each case, as it relates to the Notes2017; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Air Transport Services Group, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be have been elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25May 14, 20242020, as supplemented by the related pricing term sheet, dated March 26May 14, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (PetIQ, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section ‎Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable‎Article 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section ‎Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section ‎Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange Conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 7, 2024, as supplemented by the related pricing term sheet, dated March 26August 7, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section ‎Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture Indenture, or any related supplemental indenture indenture, under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section ‎Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Ani Pharmaceuticals Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 22, 20242019, as supplemented by the related pricing term sheet, dated March 26April 23, 2024, in each case, as it relates to the Notes2019; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such related changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Guess Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25May 5, 20242020, as supplemented by the related pricing term sheet, dated March 26May 5, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such related changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Bloomin' Brands, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, appointment of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 22, 20242020, as supplemented by the related pricing term sheet, dated March 26April 22, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (American Eagle Outfitters Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 252, 20242021, as supplemented by the related pricing term sheet, dated March 263, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Airbnb, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes, as evidenced by an Officer’s Certificate; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25November 8, 20242018, as supplemented by the related pricing term sheet, dated March 26November 8, 2024, in each case2018, as it relates to the Notesevidenced by an Officer’s Certificate; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).. Table of Contents

Appears in 1 contract

Samples: Indenture (Omeros Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 13, 2024, as supplemented by the related pricing term sheet, dated March 26August 13, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture Indenture, or any related supplemental indenture indenture, under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Core Scientific, Inc./Tx)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 6, 20242023, as supplemented by the related pricing term sheet, dated March 26February 7, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate in accordance with this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Collegium Pharmaceutical, Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, appointment of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 14, 20242020, as supplemented by the related pricing term sheet, dated March 26April 14, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B)) (K) increase the Conversion Rate as provided in this Indenture; (KL) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Dick's Sporting Goods, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 25July 20, 20242021, as supplemented by the related pricing term sheet, dated March 26July 21, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Shift4 Payments, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 25November 30, 20242020, as supplemented by the related pricing term sheet, dated March 26December 2, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Shift4 Payments, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeGuarantees; (D) add to the Company’s or the either Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the either Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumcircular, dated March 25April 13, 20242020, as supplemented by the related pricing term sheet, dated March 26April 13, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Sabre Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 25May 20, 2024, as supplemented by the related pricing term sheet, dated March 26May 21, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faithfaith and a commercially reasonable manner. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Peloton Interactive, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 25December 9, 2024, as supplemented by the related pricing term sheet, dated March 26December 10, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Fluence Energy, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 256, 20242023, as supplemented by the related pricing term sheet, dated March 267, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Rivian Automotive, Inc. / DE)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 21, 2024, as supplemented by the related pricing term sheet, dated March 26February 22, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Super Micro Computer, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar AmountPar Excess Cash Percentage; provided, however, that (i) no such election or elimination will affect any Settlement Method Par Excess Cash Percentage theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A5.03(B); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 8, 20242020, as supplemented by the related pricing term sheet, dated March 26April 8, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (L) evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as necessary to provide for or facilitate the administration of this Indenture by more than one Trustee; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Booking Holdings Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any mistake, ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 7, 20242023, as supplemented by the related pricing term sheet, dated March 26August 7, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Envista Holdings Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 27, 20242020, as supplemented by the related pricing term sheet, dated March 26April 27, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantorunder this Indenture; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 6, 20242020, as supplemented by the related pricing term sheet, dated March 26August 6, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Bloom Energy Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 25February 8, 20242021, as supplemented by the related pricing term sheet, dated March 26February 8, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faithfaith and a commercially reasonable manner. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Peloton Interactive, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Collateral Agent and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee any Security Document without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Noteis permitted by Section 5.03(A)(viii); (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (K) make, complete, confirm or add any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that is permitted to be released under this Indenture and the Security Documents or to confirm or evidence any such release; or (L) make any other change to this Indenture or Indenture, the Notes or any Security Document that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Securities Purchase Agreement (Bristow Group Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25May 7, 20242020, as supplemented by the related pricing term sheet, dated March 26May 7, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (National Vision Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent (if applicable) may amend or supplement this Indenture, Indenture or the Notes or any of the Guarantee other Indenture Documents without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the NotesNotes or any of the other Indenture Documents; (B) add additional guarantees Subsidiary Guarantees with respect to the Company’s obligations under this Indenture or the NotesNotes or any of the other Indenture Documents; (C) secure add Collateral with respect to the Notes or and the Guarantee;Subsidiary Guarantees (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes and any of the other Indenture Documents pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method (including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice) or Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method, or change the Settlement Method deemed elected by the Company if it does not timely elect a Settlement Method applicable to a conversion of Notes; provided, however, that (i) no such election election, elimination or elimination change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Collateral Agent, Paying Agent, Conversion Agent or Registrar; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional of, or to comply with any applicable Depositary Procedures rules with respect to, PIK Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or; (K) increase the Conversion Rate as provided in this Indenture or the Exchange Agreement; (L) make any other change to this Indenture or the Notes or any of the other Indenture Documents that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect; (M) confirm and evidence the release, termination or discharge of any guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture and the Security Documents and the Intercreditor Agreement; or (N) with respect to the Security Documents and the Intercreditor Agreement, as determined by provided in the Company in good faith. At the written request of any Holder of a Note relevant Security Document or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I)Intercreditor Agreement.

Appears in 1 contract

Samples: Indenture (Edgio, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 10, 20242022, as supplemented by the related pricing term sheet, dated March 26August 11, 2024, in each case, as it relates to the Notes2022; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Cerevel Therapeutics Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any a Settlement Method or a Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 2513, 20242018, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 2614, 2024, in each case, as it relates to the Notes2018; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture ActAct of 1939, as amended and then in effect; or (LK) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Supernus Pharmaceuticals Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 25February 4, 20242021, as supplemented by the related pricing term sheet, dated March 26February 4, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate in accordance with this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (SmileDirectClub, Inc.)

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Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25September 22, 20242020, as supplemented by the related pricing term sheet, dated March 26September 23, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Zogenix, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (IH) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25November 30, 20242020, as supplemented by the related pricing term sheet, dated March 26December 2, 2024, in each case, as it relates to the Notes2020; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LK) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred respect (other than Holders that have consented to in Section 8.01(Isuch change).

Appears in 1 contract

Samples: Indenture (Progenity, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes or the Guarantee Collateral Agreements without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture Indenture, the Notes or the NotesCollateral Agreements; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) add Collateral to secure the Notes or the Guaranteeany Guarantees; (D) add to the Company’s or the Guarantor’s any Guarantors’ covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s any Guarantors’ obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.10 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor TrusteeTrustee or Collateral Agent; (H) provide for the addition or release of Collateral or the amendment of any Collateral Agreement permitted under the terms of this Indenture or the Collateral Agreements; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC Commission in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LJ) make any other change to this Indenture Indenture, the Notes or the Notes Collateral Agreements that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Workhorse Group Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guarantee; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount, subject to Section 5.03(A)(i)(7); provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee;; ​ ​ ​ (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25September 21, 20242021, as supplemented by the related pricing term sheet, dated March 26September 22, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).. ​

Appears in 1 contract

Samples: Indenture (Inotiv, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25November 16, 20242020, as supplemented by the related pricing term sheet, dated March 26November 16, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Guardant Health, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25December 7, 20242022, as supplemented by the related pricing term sheet, dated March 26December 8, 2024, in each case, as it relates to the Notes2022; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Chefs' Warehouse, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount that the Company is then permitted to elect, or irrevocably eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 23, 20242021, as supplemented by the related pricing term sheet, dated March 26February 24, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Halozyme Therapeutics, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumprospectus supplement, dated March 25August 6, 20242019, as supplemented by the related pricing term sheet, dated March 26August 7, 2024, in each case, as it relates to the Notes2019; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B2.02(B); (K) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or; (L) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Notes issued pursuant to the Underwriting Agreement, and any Notes issued in exchange therefor or in substitution thereof) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; (M) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Mesa Laboratories Inc /Co)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, appointment of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 255, 2024, as supplemented by the related pricing term sheet, dated March 265, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (SoFi Technologies, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any a Settlement Method or a Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25June 13, 20242018, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26June 13, 2024, in each case, as it relates to the Notes2018; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (J) appoint a successor Trustee in accordance with the terms of this Indenture; (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture ActAct of 1939, as amended and then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (K2m Group Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25November 16, 20242021, as supplemented by the related pricing term sheet, dated March 26November 17, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) comply with the rules of the Depository in a manner that does not adversely affect the rights of any Holder; or (N) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Stem, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25June 14, 20242021, as supplemented by the related pricing term sheet, dated March 26June 15, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Vroom, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method, or change the Settlement Method deemed elected by the Company if it does not timely elect a Settlement Method applicable to a conversion of Notes; provided, however, that (i) no such election election, elimination or elimination change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25April 20, 20242020, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26April 20, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (2U, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: : (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; ; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; ; (C) secure the Notes or the Guarantee; Notes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; Company; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; ; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; ; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; ; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 7, 20242021, as supplemented by the related pricing term sheet, dated March 26April 8, 2024, in each case, as it relates to the Notes; 2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); ; (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Progress Software Corp /Ma)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Trustee, and the Trustee Collateral Agent (if applicable) may amend or supplement this Indenture, the Notes Notes, or the Guarantee Collateral Agreements without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the NotesNotes as set forth in an Officer’s Certificate; provided, that any such cure and/or correction is not adverse to any Holder; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Share Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor TrusteeTrustee or Collateral Agent; (H) [reserved]; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (KJ) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LK) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Marti Technologies, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee Guarantees without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guaranteeany Guarantees; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.0412.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25August 9, 20242022, as supplemented by the related pricing term sheet, dated March 26August 9, 2024, in each case, as it relates to the Notes2022; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (M) comply with the rules of the Depository in a manner that does not adversely affect the rights of any Holder; or (LN) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Post Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, security registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 10, 20242021, as supplemented by the related pricing term sheet, dated March 26February 10, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (M) comply with the rules of the securities depository for the Notes in a manner that does not adversely affect the rights of any Holder; or (LN) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).. 

Appears in 1 contract

Samples: Indenture (Kadmon Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes or the Guarantee Collateral Agreements without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture Indenture, the Notes or the NotesCollateral Agreements; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guaranteeany Guarantees; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (ix) no any such irrevocable election or elimination will affect any Settlement Method theretofore elected (or deemed in all cases be subject to be elected) with respect to any Note pursuant to the last paragraph of Section 5.03(A); and (iiy) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to may the Exchange of any NoteCompany irrevocably eliminate Physical Settlement; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee or Collateral Trustee; (I) conform provide for the provisions addition or release of Collateral or the amendment of any Collateral Agreement permitted under the terms of this Indenture and or the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the NotesCollateral Agreements; (J) provide for or confirm amend the issuance Collateral Agreements without the consent of additional Notes pursuant to Section 2.03(B)any Holder in circumstances permitted by the Intercreditor Agreement; (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (L) to provide for the payment of High Yield Interest on any Note in the form of Paid-In-Kind Principal by (i) increasing the outstanding aggregate principal amount of such Note (in the case of a Global Note); or (ii) issuing one or more additional Physical Notes (in the case of any other Note), in each case in accordance with this Indenture; (M) in the event that High Yield Interest is paid as Paid-In-Kind Principal in accordance with this Indenture, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of Physical Notes and establish minimum redemption amounts for Physical Notes; or (LN) make any other change to this Indenture Indenture, the Notes or the Notes Collateral Agreements that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Gastar Exploration Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantorunder this Indenture; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25May 11, 20242023, as supplemented by the related pricing term sheet, dated March 26May 11, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Bloom Energy Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the any Guarantee; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 28, 20242020, as supplemented by the related pricing term sheet, dated March 26April 28, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (CNX Resources Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 251, 20242021, as supplemented by the related pricing term sheet, dated March 262, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Beyond Meat, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25April 12, 20242023, as supplemented by the related pricing term sheet, dated March 26April 12, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LM) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Mirum Pharmaceuticals, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (CB) secure evidence a successor to the Notes or Company and the Guaranteeassumption by that successor of the Company’s obligations under this Indenture and the Notes; (DC) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (FD) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (GE) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with secure the Company’s obligations in respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any NoteNotes; (HF) evidence or provide for the acceptance of the appointment, appointment of a successor Trustee under this Indenture, ; (G) provide for or confirm the issuance of a successor Trusteeadditional Notes pursuant to this Indenture; (H) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act as then in effect; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25July 31, 20242017, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26August 1, 20242017; (J) cure any ambiguity or correct any omission, defect or inconsistency in each case, as it relates to this Indenture or the Notes; (JK) provide for irrevocably elect or confirm the issuance of additional Notes eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 2.03(B5.03(A); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, Holders in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Innoviva, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25June 10, 20242020, as supplemented by the related pricing term sheet, dated March 26June 10, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (M) comply with the rules of the Depositary in a manner that does not adversely affect the rights of any Holder; or (LN) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect. For the avoidance of doubt, as determined by Holders do not need to approve the Company in good faithparticular form of any proposed amendment. It will be sufficient if such Holders approve the substance of the proposed amendment. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Eventbrite, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any a Settlement Method or a Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25August 5, 20242016, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26August 8, 2024, in each case, as it relates to the Notes2016; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (J) appoint a successor Trustee in accordance with the terms of this Indenture; (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture ActAct of 1939, as amended and then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (K2m Group Holdings, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); ) and (ii) such irrevocable election or elimination can in no event result in may the Company elect Combination Settlement with a Specified Dollar Amount of that is less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any NoteNotes; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 251, 20242021, as supplemented by the related pricing term sheet, dated March 262, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Haemonetics Corp)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 2512, 2024, as supplemented by the related pricing term sheet, dated March 2613, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Coinbase Global, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 2514, 20242023, as supplemented by the related pricing term sheet, dated March 2615, 2024, in each case, as it relates to the Notes2023; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Freshpet, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumprospectus supplement, dated March 25June 10, 20242021, as supplemented by the related pricing term sheet, dated March 26June 10, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this Indenture the Indenture, or any supplemental indenture thereto, under the Trust Indenture Act, as then in effect; (L) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; or (LM) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Cheesecake Factory Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any mistake, omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees Guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guaranteeany Guarantees; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the any Guarantor; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25May 21, 20242018, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26May 21, 2024, in each case, as it relates to the Notes2018; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (NRG Energy, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event, including, a Fundamental Change described in the third sentence of the definition thereof; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 251, 20242021, as supplemented by the related pricing term sheet, dated March 262, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, not adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faithfaith and a commercially reasonable manner. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of the Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Ceridian HCM Holding Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Guarantors (if applicable) and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee Guarantees without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees Guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeGuarantees; (D) add to the Company’s or the any Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the any Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event, including, a Fundamental Change described in the third sentence of the definition thereof; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar AmountAmount or range of Specified Dollar Amounts; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of the Notes” section of the Company’s preliminary offering memorandum, dated March 251, 20242021, as supplemented by the related pricing term sheet, dated March 262, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).;

Appears in 1 contract

Samples: Indenture (Magnite, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section ‎Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantorunder this Indenture; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable‎Article 6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section ‎Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section ‎Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25December 8, 20242021, as supplemented by the related pricing term sheet, dated March 26December 9, 2024, in each case, as it relates to the Notes2021; (J) provide for or confirm the issuance of additional Notes pursuant to Section ‎Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section ‎Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Lucid Group, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange conversion of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25February 26, 2024, as supplemented by the related pricing term sheet, dated March 26February 27, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Progress Software Corp /Ma)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the Guarantee; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 Section 6.01 or Section 9.046.03, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (I) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumprospectus supplement, dated March 25June 21, 20242020, as supplemented by the related pricing term sheet, dated March 26June 22, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) provide for any transfer restrictions that apply to any Notes issued under the Indenture (other than the Initial Notes) that, at the time of their original issuance, constitute “restricted securities” within the meaning of Rule 144 under the Securities Act or that are originally issued in reliance upon Regulation S under the Securities Act; (L) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this Indenture the Indenture, or any supplemental indenture thereto, under the Trust Indenture Act, as then in effect; or (LM) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (American Airlines, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, the Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this the Indenture or the NotesNotes (as determined in good faith by the Company); (B) add additional guarantees with respect to the Company’s obligations under this the Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this the Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicableof this First Supplemental Indenture; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this the Indenture, of a successor Trustee; (IH) conform the provisions of this the Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Prospectus Supplement, dated March 25October 11, 20242018, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26October 11, 2024, in each case, as it relates to the Notes2018; (JI) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B2.02(B); (KJ) comply with any requirement of the SEC in connection with any effecting or maintaining the qualification of this the Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (LK) make any other change to this the Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, respect (as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: First Supplemental Indenture (Verastem, Inc.)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method settlement method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March April 25, 20242017, as supplemented by the related pricing term sheetPricing Term Sheet, dated March April 26, 2024, in each case, as it relates to the Notes2017; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Neurocrine Biosciences Inc)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee, Registrar, Paying Agent, Bid Solicitation Agent or Conversion Agent or facilitate the administration of the trusts under this Indenture by more than one (1) trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandumPreliminary Offering Memorandum, dated March 25April 29, 20242020, as supplemented by the related pricing term sheetPricing Term Sheet, dated March 26April 29, 2024, in each case, as it relates to the Notes2020; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) increase the Conversion Rate as provided in this Indenture; (L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; (M) comply with the rules of the Depositary in a manner that does not adversely affect the rights of any Holder; or (LN) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

Appears in 1 contract

Samples: Indenture (Callaway Golf Co)

Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the GuaranteeNotes; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the GuarantorCompany; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable6; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 5.08 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25October 28, 20242019, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the NotesOctober 29 ,2019; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I(I).

Appears in 1 contract

Samples: Indenture (Winnebago Industries Inc)

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