With Consent of the Holders. (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with the written consent of the Required Holders. However, without the consent of each Holder of an outstanding Note affected, an amendment may not:
(i) reduce the amount of Notes whose Holders must consent to an amendment,
(ii) reduce the rate of or extend the time for payment of interest on any Note,
(iii) reduce the principal of or change the Maturity Date of any Note,
(iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3,
(v) make any Note payable in money other than that stated in such Note,
(vi) expressly subordinate the Notes to any other Indebtedness of the Issuer,
(vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes,
(viii) make any change in this Section 8.02, or
(ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
(b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.
With Consent of the Holders. Amendments, supplements or other modifications of this Indenture, the Notes, the Note Guarantees, the Security Documents or any Intercreditor Agreement may be made by the Issuer, the Note Guarantors, the Priority Lien Collateral Trustee (including as Notes Priority Collateral Trustee) and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Issuer and the Note Guarantors with any provision of this Indenture, the Notes or the Note Guarantees; provided, however, that no such amendment, supplement, modification or waiver may, without the consent of each Holder of an outstanding Note affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Note;
(b) reduce the principal amount of, or premium, if any, or interest on, any Note;
(c) change the place, currency or time of payment of principal of, or premium, if any, or interest on, any Note;
(d) impair the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note or any Note Guarantee;
(e) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;
(f) waive a default in the payment of principal of, premium, if any, or interest on the Notes;
(g) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults;
(h) release any Note Guarantor from its Note Guarantee, except as provided in this Indenture;
(i) amend, change or modify any Note Guarantee in a manner that materially and adversely affects the Holders;
(j) reduce the amount payable upon a Change of Control Offer or a Proceeds Offer or change the time or manner by which a Change of Control Offer or a Proceeds Offer may be made or by which the Notes must be repurchased pursuant to a Change of Control Offer or a Proceeds Offer, in each case after such Change of Control Triggering Event has occurred or such obligation to make a Proceeds Offer has arisen;
(k) change the re...
With Consent of the Holders. The Issuer and the Trustee may amend this Indenture and the Securities with respect to the Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not:
(i) reduce the amount of Securities whose Holders must consent to an amendment,
(ii) reduce the rate of or extend the time for payment of interest on any Security,
(iii) reduce the principal of or change the Stated Maturity of any Security,
(iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3,
(v) make any Security payable in money other than that stated in such Security,
(vi) expressly subordinate the Securities or any Guarantee to any other Indebtedness of the Issuer or any Guarantor,
(vii) impair the legal right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or
With Consent of the Holders. The Issuers, the Trustee and/or the Collateral Agent may amend this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the First Lien/Second Lien Intercreditor Agreement with the consent of the Issuers and the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, no amendment may:
(1) reduce the amount of Notes whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note,
(3) reduce the principal of or change the Stated Maturity of any Note,
(4) reduce the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption in accordance with Article III,
(5) make any Note payable in money other than that stated in such Note,
(6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of the Issuers or any Subsidiary Guarantor,
(7) impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s Note,
(8) make any change in the amendment provisions or in the waiver provisions which require each holder’s consent, or
(9) make any change to the provisions of this Indenture, the First Lien/Second Lien Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes that results in the application of such proceeds in respect of the Notes on a less than pro rata basis to the holder of any Note. Except as expressly provided by this Indenture, the Security Documents or the First Lien/Second Lien Intercreditor Agreement, without the consent of the holders of at least 66.67% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. It shall not be necessary ...
With Consent of the Holders. (a) Except as provided in Section 9.1(b) and Section 9.2, this Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).
(b) Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):
(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes;
(iii) reduce the rate of or change the time for payment of interest, including default interest, on any Notes;
(iv) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the Payment Default that resulted from such acceleration);
(v) make any Notes payable in a place of payment or in currency other than that stated in the Notes;
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium on, or redemption price with respect to, the Notes; or
(vii) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture.
With Consent of the Holders. The Issuer and the Trustee may amend this Indenture, the Securities, the Security Documents and the Intercreditor Agreements with respect to the Securities with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not:
(i) reduce the amount of Securities whose Holders must consent to an amendment,
(ii) reduce the rate of or extend the time for payment of interest on any Security,
(iii) reduce the principal of or change the Stated Maturity of any Security,
(a) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3, or (b) reduce the price payable upon redemption of any Security or change the time at which any Security may be redeemed under Section 3.09 or in Section 4.18,
(v) make any Security payable in money other than that stated in such Security,
(vi) expressly subordinate the Securities or any Subsidiary Guarantee to any other Indebtedness of the Issuer or any Subsidiary Guarantor,
(vii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities,
(viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02,
(ix) modify any Subsidiary Guarantee in any manner adverse to the Holders, or
(x) make any change in the provisions in the Escrow Agreement, any Intercreditor Agreement or this Indenture dealing with the application of gross proceeds of Collateral that would adversely affect the Holders. Subject to Section 11.04, without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Securities. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 b...
With Consent of the Holders. (a) The Issuer and the Trustee may amend this Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange for the Notes) and any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange for, the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not:
(i) change any installment of interest with respect to the Notes or reduce the principal amount of or interest with respect to any Note,
(ii) change cash prices at which the Notes may be redeemed by the Issuer,
(iii) change the currency in which, or change the required place at which, payment with respect to principal of or interest with respect to the Notes is payable,
(iv) change the time at which the Notes may be redeemed, or
(v) reduce the percentage of the principal amount of Notes required to modify or amend this Indenture or the terms or conditions of the Notes or to waive any future compliance or past Default or Event of Default. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such consent approves the substance thereof.
With Consent of the Holders. Notwithstanding Section 9.01 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, any past or existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, the Notes).
With Consent of the Holders. The Issuers and the Trustee may amend this Indenture, the Notes of any series and the Guarantees, and any past Default or compliance with any provisions of this Indenture, the Notes of any series or the Guarantees may be waived, with the consent of the Issuers and the holders of a majority in principal amount of the Notes of such series then outstanding voting as a single class. However, without the consent of each holder of an outstanding Note of such series affected, no amendment or waiver may:
(1) reduce the amount of Notes of such series whose holders must consent to an amendment,
(2) reduce the rate of or extend the time for payment of interest on any Note of such series,
(3) reduce the principal of or change the Stated Maturity of any Note of such series,
(4) reduce the premium payable upon the redemption of any Note of such series or change the time at which any Note of such series may be redeemed in accordance with Article III,
(5) make any Note of such series payable in money other than that stated in such Note,
(6) expressly subordinate the Notes of such series or any Guarantee to any other Indebtedness of an Issuer or any Guarantor (other than as contemplated herein with respect to the Cadence IP Licensee),
(7) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s Notes of such series on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes of such series,
(8) make any change in the amendment provisions which require consent of each holder of a Note of such series or in the waiver provisions as they relate to the Notes of such series, or
(9) amend or waive the Issuers’ obligation to redeem the Notes of such series through the Special Mandatory Redemption in a fashion that would adversely affect the holders of the Notes of such series. In addition, except for any release contemplated hereby, without the consent of the holders of at least 66 2/3% in principal amount of the Notes of a series then outstanding, no amendment, supplement or waiver may release the Guarantee with respect to the Notes of such series of one or more Guarantors that individually or in the aggregate had (i) assets, as of the last day of the fiscal quarter of the Parent most recently ended, in excess of 75% of the assets of the Issuers and all Guarantors, taken as a whole, as of such date or (ii) EBITDA for the last four fiscal quarter period ...
With Consent of the Holders. The Company and the Trustee may amend this Indenture or the Securities, and, subject to Section 6.04 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Securities or Guarantees may be waived, with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for or purchase of the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment may not:
(i) reduce the amount of Securities whose Holders must consent to an amendment,
(ii) reduce the rate of or extend the time for payment of interest on any Security,
(iii) reduce the principal of or change the Stated Maturity of any Security,
(iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3,
(v) make any Security payable in money other than that stated in such Security,
(vi) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities, (vii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or
