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 ...
Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Convertible Notes without notice to or the consent of any holder of a Convertible Note for the purposes of:
(a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided such amendment does not materially and adversely affect the legal rights under this Indenture of the holders of Convertible Notes;
(b) providing for uncertificated Convertible Notes in addition to or in place of certificated Convertible Notes;
(c) evidencing the succession of another person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Convertible Notes as permitted by Section 5.01;
(d) providing for conversion rights or repurchase rights of holders of Convertible Notes in the event of consolidation, merger, share exchange or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 or 12.06;
(e) reducing the Conversion Price;
(f) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee;
(g) making any changes that would provide the holders of the Convertible Notes with any additional rights or benefits or that do not adversely affect the legal rights under this Indenture of any such holder;
(h) to reopen this Indenture and issue Additional Convertible Notes in accordance with the provisions of Section 2.02; or
(i) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.
Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Securities without notice to or the consent of any Securityholder:
(1) to cure any ambiguity, defect or inconsistency;
(2) to comply with Section[s] 5.01 [and 12.18];
Without the Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Holder for the purposes of:
(a) curing any ambiguity, defect or inconsistency or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable, provided that such amendment does not materially and adversely affect the rights of the Holders under this Indenture;
(b) providing for the assumption of the covenants and obligations of the Company hereunder and in the Notes in the circumstances required by Section 5.01;
(c) providing for conversion rights of Holders in the event of consolidation, merger, or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 and/or 11.06;
(d) increasing the Conversion Rate;
(e) evidencing and providing for the acceptance of appointment under this Indenture of a successor Trustee;
(f) making any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;
(g) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA; or
(h) modifying the restrictions on, and procedures for, resale and other transfers of the Notes or the shares of Common Stock pursuant to law, regulation or practice relating to the resale or transfer of restricted securities generally.
Without the Consent of Holders. Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes 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 guarantees with respect to the Company’s obligations under this Indenture or the Notes;
(C) secure the Notes;
(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 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 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 conversion of any Note;
Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Notes without notice to or the consent of any holder of a Note for the purposes of:
(a) curing any ambiguity or correcting or supplementing any defective or inconsistent provision contained in this Indenture or making any other changes in the provisions of this Indenture which the Company and the Trustee may deem necessary or desirable provided such amendment does not materially and adversely affect the legal rights under the Indenture of the holders of Notes;
(b) providing for uncertificated Notes in addition to or in place of certificated Notes;
(c) evidencing the succession of another Person to the Company and providing for the assumption by such successor of the covenants and obligations of the Company thereunder and in the Notes as permitted by Section 5.01;
(d) providing for conversion rights and/or repurchase rights of holders of Notes in the event of consolidation, merger or sale of all or substantially all of the assets of the Company as required to comply with Sections 5.01 and/or 12.06;
(e) increasing the Conversion Rate;
(f) making any changes that would provide the holders of the Notes with any additional rights or benefits or that does not adversely affect the legal rights under this Indenture of any such holder; or
(g) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.
Without the Consent of Holders. 71 Section 8.02. With the Consent of Holders. 72 Section 8.03. Notice of Amendments, Supplements and Waivers. 73
Without the Consent of Holders. The Company and the Trustee may amend or modify this Indenture (including the terms and conditions of the Senior Notes) without notice to or the consent of any holder of Senior Notes for the purpose of:
(a) adding to the covenants of the Company for the benefit of the holders of Senior Notes;
(b) surrendering any right or power conferred upon the Company;
(c) evidencing the succession of another Person to the Company and the assumption of such successor of the covenants and obligations of the Company hereunder and in the Senior Notes as permitted herein;
(d) curing any ambiguity, or correcting or supplementing any defective provision contained herein or making any changes in any other provisions of this Indenture which the Company and the Trustee deem necessary or desirable and which, in either case, will not adversely affect the interests of the holders of Senior Notes.
Without the Consent of Holders. The Company and the Trustee may amend this Indenture or the Securities without notice to or the consent of any Securityholder:
(1) to cure any ambiguity, defect or inconsistency;
(2) to comply with Section 5.01;
(3) to provide for uncertificated Securities in addition to certificated Securities;
(4) to make any change that does not adversely affect the legal rights hereunder of any Securityholder;
(5) to surrender any right or power herein conferred upon the Company; or
(6) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of the Indenture under the TIA, or under any similar federal statute hereafter enacted.
Without the Consent of Holders. Without the consent of any Holders, the Issuer, when authorized by a Board Resolution, and the Fiscal Agent, at any time and from time to time, may amend this Agreement for any of the following purposes:
(1) to evidence the succession of another corporation to the Issuer in accordance with the terms of this Agreement, and the assumption by such successor of the obligations and covenants of the Issuer herein and in the Securities contained; or
(2) to add to the covenants of the Issuer for the benefit of the Holders of all Securities or to surrender any right or power herein conferred upon the Issuer; or
(3) to evidence and provide for the acceptance of appointment hereunder by a successor Fiscal Agent with respect to the Securities; or
(4) to cure any ambiguity, to correct or supplement any provision herein to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that such provision does not adversely affect the interests of the Holders of the Securities. After an amendment under this Section becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
