Common use of Action by Noteholders Clause in Contracts

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 4 contracts

Samples: Indenture (Medical Properties Trust Inc), Indenture (Strategic Hotels & Resorts, Inc), Indenture (Medical Properties Trust Inc)

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Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close Close of business Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 4 contracts

Samples: Indenture (Kilroy Realty Corp), Indenture (American Residential Properties, Inc.), Indenture (Gramercy Property Trust Inc.)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Such instrument or instruments and any such record (and any action embodied therein or evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments (in person or by proxy) or so voting. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close Close of business Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven 11 months after the record date.

Appears in 4 contracts

Samples: Indenture (Kilroy Realty Corp), Indenture (Kilroy Realty, L.P.), Indenture (Kilroy Realty, L.P.)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes Noteholders voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article VIII, or (c) by a combination of such instrument or instruments and any such record of such a meeting of NoteholdersNoteholders and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders holders of the Notes, the Issuer Company or the Trustee may fix fix, but shall not be required to, in advance of such solicitation solicitation, a date as the record date for determining Holders Noteholders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such The record date if one is selected shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completedaction. If such a record date is fixed, such Any request, demand, authorization, direction, notice, notice consent, waiver or other act may be given before action by a Holder of any Note shall bind every future Holder of the same Note, and the holder of every Note issued upon the registration of transfer thereof or after such record datein exchange therefor or in lieu thereof in respect of anything done, but only the Noteholders of record at the close of business on such record date shall be deemed omitted, or suffered to be Noteholders for done by the purposes of determining Trustee or the Company in reliance thereon, whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as not notation of such record date; provided that no action is made upon such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record dateNote.

Appears in 3 contracts

Samples: Indenture (Sandisk Corp), Sandisk Corp, Sandisk Corp

Action by Noteholders. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes Noteholders voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article 8, or (c) by a combination of such instrument or instruments and any such record of such a meeting of NoteholdersNoteholders and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders holders of the Notes, the Issuer Company or the Trustee may fix fix, but shall not be required to, in advance of such solicitation solicitation, a date as the record date for determining Holders Noteholders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such The record date if one is selected shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completedaction. If such a record date is fixed, such Any request, demand, authorization, direction, notice, notice consent, waiver or other act may be given before action by a holder of any Note shall bind every future holder of the same Note, and the holder of every Note issued upon the registration of transfer thereof or after such record datein exchange therefor or in lieu thereof in respect of anything done, but only the Noteholders of record at the close of business on such record date shall be deemed omitted, or suffered to be Noteholders for done by the purposes of determining Trustee or the Company in reliance thereon, whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as not notation of such record date; provided that no action is made upon such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record dateNote.

Appears in 3 contracts

Samples: Forest City Enterprises Inc, Forest City Enterprises Inc, Forest City Enterprises Inc

Action by Noteholders. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes Noteholders voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article 8, or (c) by a combination of such instrument or instruments and any such record of such a meeting of NoteholdersNoteholders and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders holders of the Notes, the Issuer Company or the Trustee may fix fix, but shall not be required to, in advance of such solicitation solicitation, a date as the record date for determining Holders Noteholders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such The record date if one is selected shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completedaction. If such a record date is fixed, such Any request, demand, authorization, direction, notice, notice consent, waiver or other act may be given before action by a Holder of any Note shall bind every future Holder of the same Note, and the holder of every Note issued upon the registration of transfer thereof or after such record datein exchange therefor or in lieu thereof in respect of anything done, but only the Noteholders of record at the close of business on such record date shall be deemed omitted, or suffered to be Noteholders for done by the purposes of determining Trustee or the Company in reliance thereon, whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as not notation of such record date; provided that no action is made upon such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record dateNote.

Appears in 3 contracts

Samples: Forest City Enterprises Inc, Forest City Enterprises Inc, Forest City Enterprises Inc

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that that, at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 2 contracts

Samples: Indenture (Sl Green Realty Corp), Duke Realty Limited Partnership/

Action by Noteholders. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, action the Holders holders of such specified percentage have joined therein in such action may be evidenced (ai) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (bii) by the record of the Holders holders of Notes voting in favor thereof of such action at any meeting of Noteholders, Noteholders duly called and held in accordance with the provisions of this Article Six or (ciii) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever The Company may set a record date for purposes of determining the Issuer identity of holders entitled to vote or the Trustee solicits the taking of consent to any action by the Holders of the Notesvote or consent authorized or permitted under this Indenture, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such which record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 later of ten days prior to the first solicitation of Noteholders generally in connection therewith and not later than such consent or the date of the most recent list of holders furnished to the Trustee prior to such solicitation is completedpursuant to the provisions of Section 312(a) of the Trust Indenture Act. If such a record date is fixed, those persons who were holders of Notes at such requestrecord date (or their duly designated proxies), demandand only those persons, authorizationshall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, direction, notice, consent, waiver whether or other act may not such persons continue to be given before or holders after such record date, but only the Noteholders of record at the close of business on . No such record date vote or consent shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized valid or agreed effective if such vote occurs or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as of consent is obtained more than 120 days after such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 2 contracts

Samples: Indenture (Synovus Financial Corp), Synovus Financial Corp

Action by Noteholders. Notwithstanding anything to the contrary contained in this Indenture, all Notes issued under this Indenture shall vote and consent on all matters as one class; provided, however, that (i) for purposes of determining which Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 7.04 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the holders of the requisite principal amount of outstanding Notes are present at a meeting of holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Responsible Officer actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes Noteholders voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article 8, or (c) by a combination of such instrument or instruments and any such record of such a meeting of NoteholdersNoteholders and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 7.01. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders holders of the Notes, the Issuer Company or the Trustee may fix fix, but shall not be required to, in advance of such solicitation solicitation, a date as the of record date for determining Holders Noteholders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such The date of record date if one is selected shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completedaction. If such a record date is fixed, such Any request, demand, authorization, direction, notice, notice consent, waiver or other act may be given before action by a holder of any Note shall bind every future holder of the same Note, and the holder of every Note issued upon the registration of transfer thereof or after such record datein exchange therefor or in lieu thereof in respect of anything done, but only the Noteholders of record at the close of business on such record date shall be deemed omitted, or suffered to be Noteholders for done by the purposes of determining Trustee or the Company in reliance thereon, whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as not notation of such record date; provided that no action is made upon such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record dateNote.

Appears in 1 contract

Samples: Network Equipment Technologies Inc

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that that, at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close Close of business Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 1 contract

Samples: Indenture (Invesco Mortgage Capital Inc.)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that that, at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 1 contract

Samples: Indenture (SL Green Operating Partnership, L.P.)

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Action by Noteholders. Whenever in this Indenture Note Agreement it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), ) the fact that at the time of taking any such action, action the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders such holders of Notes voting in favor thereof at any meeting of Noteholderssuch Noteholders duly called and held in accordance with the provisions of Article VII, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Noteholders. Whenever If the Issuer Company shall solicit from the Noteholders any request, demand, authorization, direction, notice, consent, waiver or the Trustee solicits the taking of any action by the Holders of the Notesother action, the Issuer or the Trustee may Company may, at its option, as evidenced by an Officers' Certificate, fix in advance of such solicitation a date as the record date for determining Holders the determination of Noteholders entitled to take give such request, demand, authorization, direction, notice, consent, waiver or other action or to revoke any such action. Notwithstanding Trust Indenture Act Section 316(c), such record date but the Company shall be the record date specified in or pursuant have no obligation to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completeddo so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act action or revocation may be given before or after such the record date, but only the Noteholders of record at the close of business on such the record date shall be deemed to be Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other actaction, and for that purpose the outstanding notes Notes shall be computed as of such the record date; provided provided, however, that no such authorization, agreement or consent by the such Noteholders on such the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Note Agreement not later than eleven six months after the record date.

Appears in 1 contract

Samples: Deferrable Interest Note Agreement (FBL Financial Group Inc)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders holders of Notes voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article X, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders holders of the NotesNotes by a written instrument or at a meeting, the Issuer Company or the Trustee may shall fix in advance of such solicitation solicitation, a date as the record date for determining Holders holders entitled to take execute such actioninstrument or vote at such meeting. Notwithstanding Trust Indenture Act Section 316(c), such The record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith such action by written instrument and not later more than sixty (60) days prior to the date of such solicitation meeting, as the case may be. With respect to any record date set pursuant to this Section 9.1 relating to an action by written instrument, the party hereto which sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is completedgiven to the other party hereto in writing, and to each holder of Notes in the manner set forth in 17.3, on or prior to the existing Expiration Date. If such a an Expiration Date is not designated with respect to any record date is fixedset pursuant to this Section 9.1, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close of business on party hereto which set such record date shall be deemed to be Noteholders for have initially designated the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months the 180th day after the applicable record date.. Section 9.2

Appears in 1 contract

Samples: Iomega Corp

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close Close of business Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 1 contract

Samples: Indenture (Empire State Realty OP, L.P.)

Action by Noteholders. Whenever in this the Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Such instrument or instruments and any such record (and any action embodied therein or evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments (in person or by proxy) or so voting. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close Close of business Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this the Indenture not later than eleven 11 months after the record date.

Appears in 1 contract

Samples: Indenture (Wells Real Estate Investment Trust Ii Inc)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation a date as the record date for determining Holders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such Such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close Close of business Business on such record date shall be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

Appears in 1 contract

Samples: Indenture (Innovative Industrial Properties Inc)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes Noteholders voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article 8, or (c) by a combination of such instrument or instruments and any such record of such a meeting of NoteholdersNoteholders and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or such record are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or record or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders of the NotesNoteholders, the Issuer Company or the Trustee may fix fix, but shall not be required to, in advance of such solicitation solicitation, a date as the record date for determining Holders Noteholders entitled to take such action. Notwithstanding Trust Indenture Act Section 316(c), such The record date if one is selected shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith and not later than the date such solicitation is completedaction. If such a record date is fixed, such Any request, demand, authorization, direction, notice, consent, waiver or other act may be given before action by a Holder of any Note shall bind every future Holder of the same Note, and the Holder of every Note issued upon the registration of transfer thereof or after such record datein exchange therefor or in lieu thereof in respect of anything done, but only the Noteholders of record at the close of business on such record date shall be deemed omitted, or suffered to be Noteholders for done by the purposes of determining Trustee or the Company in reliance thereon, whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as not notation of such record date; provided that no action is made upon such authorization, agreement or consent by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record dateNote.

Appears in 1 contract

Samples: Indenture (Cadence Design Systems Inc)

Action by Noteholders. Whenever in this Indenture it is provided that the Holders holders of a specified percentage in aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders holders of Notes voting in favor thereof at any meeting of NoteholdersNoteholders duly called and held in accordance with the provisions of Article X, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer Company or the Trustee solicits the taking of any action by the Holders holders of the NotesNotes by a written instrument or at a meeting, the Issuer Company or the Trustee may shall fix in advance of such solicitation solicitation, a date as the record date for determining Holders holders entitled to take execute such actioninstrument or vote at such meeting. Notwithstanding Trust Indenture Act Section 316(c), such The record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier more than the date 30 fifteen (15) days prior to the first date of commencement of solicitation of Noteholders generally in connection therewith such action by written instrument and not later more than sixty (60) days prior to the date of such solicitation meeting, as the case may be. With respect to any record date set pursuant to this Section 9.1, the party hereto which sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is completedgiven to the other party hereto in writing, and to each Holder of Securities in the manner set forth in 17.3, on or prior to the existing Expiration Date. If such a an Expiration Date is not designated with respect to any record date is fixedset pursuant to this Section 9.1, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only the Noteholders of record at the close of business on party hereto which set such record date shall be deemed to be Noteholders for have initially designated the purposes of determining whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Noteholders on 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months the 180th day after the applicable record date.

Appears in 1 contract

Samples: Iomega Corp

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