Common use of Execution of Supplemental Indentures Clause in Contracts

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 135 contracts

Samples: Indenture (EHang Holdings LTD), Indenture (Atara Biotherapeutics, Inc.), Indenture (Genprex, Inc.)

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Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 88 contracts

Samples: Indenture (Everspin Technologies Inc), Indenture (Rezolute, Inc.), Indenture (Cara Therapeutics, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 73 contracts

Samples: vTv Therapeutics Inc., Indenture (BioXcel Therapeutics, Inc.), Indenture (Unicycive Therapeutics, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 64 contracts

Samples: Sangstat Medical Corp, Sangstat Medical Corp, Indenture (Pharmos Corp)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 56 contracts

Samples: Indenture (BridgeBio Pharma, Inc.), Indenture (NeuBase Therapeutics, Inc.), Indenture (Waitr Holdings Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 37 contracts

Samples: Indenture (Pike Corp), Indenture (Inovio Pharmaceuticals, Inc.), Indenture (Senomyx Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, Trustee shall receive an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, howeverwith and with respect to such Opinion of Counsel, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes is the terms legal, valid and binding obligation of a series the Company, enforceable against each of Securities pursuant them in accordance with its terms, subject to Section 2.01 hereofcustomary exceptions and qualifications. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionArticle, the Company shall (transmit by electronic mail, or shall direct the Trustee to) send by first class mail, postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 31 contracts

Samples: Indenture (Mirion Technologies, Inc.), Indenture (Kymera Therapeutics, Inc.), Indenture (Rubius Therapeutics, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent any requisite consents of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 25 contracts

Samples: Indenture (American Commercial Lines Inc.), Parkervision Inc, Tecnoglass Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers' Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 14 contracts

Samples: Indenture (Urs Corp /New/), America West Airlines Inc, Pacificare Health Systems Inc /De/

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, Company and upon the filing with the Trustee of evidence of the consent of Securityholders Bondholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject Prior to the provisions execution of Section 7.01any supplemental indenture or amendment to the indenture, the Trustee, shall receive an Officer’s Certificate or from the Company an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Bondholders as their names and addresses appear upon the Security Bond Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 10 contracts

Samples: Indenture (Red Oak Capital Intermediate Income Fund, LLC), Indenture (Red Oak Capital Fund IV, LLC), Versity Invest, LLC

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or be provided with an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 10 contracts

Samples: Indenture (Gamco Investors, Inc. Et Al), Indenture (Gamco Investors, Inc. Et Al), Indenture (DPW Holdings, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 9 contracts

Samples: Gamco Investors, Inc. Et Al, Indenture (Unitrin Inc), Metlife Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedCompany, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Company in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 9 contracts

Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)

Execution of Supplemental Indentures. Upon In executing or accepting the request additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the Company, accompanied trusts created by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthis Indenture, the Trustee shall join with be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate of the Company in Issuer or the Loan Obligation Manager on behalf of the Issuer stating that the execution of such supplemental indenture unless is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject Loan Obligation Manager will be bound to the provisions of Section 7.01, shall receive an Officer’s Certificate follow any amendment or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant supplement to this Article is authorized or permitted by the terms Indenture of this Article and that all conditions precedent which it has received written notice at least ten Business Days prior to the execution and delivery of the supplemental indenture have been complied withsuch amendment or supplement; provided, however, that such Officer’s Certificate with respect to any amendment or Opinion supplement to this Indenture which may, in the judgment of Counsel need the Loan Obligation Manager adversely affect the Loan Obligation Manager, the Loan Obligation Manager shall not be provided in connection with bound (and the execution of a supplemental indenture Issuer agrees that establishes it will not permit any such amendment to become effective) unless the terms of a series of Securities pursuant Loan Obligation Manager gives written consent to Section 2.01 hereofthe Trustee and the Issuer to such amendment. Promptly after the execution by the Company The Issuer and the Trustee shall give written notice to the Loan Obligation Manager of any supplemental indenture amendment made to this Indenture pursuant to the provisions of this Sectionits terms. In addition, the Company Loan Obligation Manager’s written consent shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, be required prior to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company any amendment to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturethis Indenture by which it is adversely affected.

Appears in 8 contracts

Samples: Interest Rate Cap Agreement (Arbor Realty Trust Inc), Arbor Realty (Arbor Realty Trust Inc), Interest Rate Cap Agreement (Arbor Realty Trust Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. article 10 SUCCESSOR ENTITY

Appears in 8 contracts

Samples: aTYR PHARMA INC, Scynexis Inc, aTYR PHARMA INC

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 8 contracts

Samples: Kti Inc, Critical Therapeutics Inc, Nitromed Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 7 contracts

Samples: Indenture (Pop Culture Group Co., LTD), Tian Ruixiang Holdings LTD, China Liberal Education Holdings LTD

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers' Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 7 contracts

Samples: Indenture (Sun Healthcare Group Inc), Indenture (Sun Healthcare Group Inc), Indenture (Avanir Pharmaceuticals)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 7 contracts

Samples: Indenture (Verb Technology Company, Inc.), Indenture (Marathon Digital Holdings, Inc.), Indenture (Apollo Medical Holdings, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 6 contracts

Samples: Indenture (NTN Buzztime Inc), Indenture (NTN Buzztime Inc), Indenture (NTN Buzztime Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 6 contracts

Samples: Indenture (Trius Therapeutics Inc), Indenture (Trius Therapeutics Inc), Indenture (Senomyx Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 6 contracts

Samples: Indenture (Duratek Inc), Indenture (Duratek Inc), Indenture (Martek Biosciences Corp)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 7.01 and 7.02, shall receive an Officer’s Certificate or upon request and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with and the execution of Supplemental Indenture is a supplemental indenture that establishes valid and legally binding instrument enforceable against the terms of a series of Securities pursuant to Section 2.01 hereofCompany. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 6 contracts

Samples: Indenture (XOMA Corp), Golden Matrix Group, Inc., Trxade Group, Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.019.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Securities Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 5 contracts

Samples: Community First Bankshares Inc, Community First Bankshares Inc, United Community Bancshares Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 7.01 and 7.02, shall receive an Officer’s Certificate or upon request and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with and the execution of Supplemental Indenture is a supplemental indenture that establishes valid and legally binding instrument enforceable against the terms of a series of Securities pursuant to Section 2.01 hereofCompany. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 5 contracts

Samples: Indenture (Impac Mortgage Holdings Inc), Indenture (Impac Mortgage Holdings Inc), Indenture (Impac Mortgage Holdings Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Security holders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 5 contracts

Samples: Indenture (Qilian International Holding Group LTD), Bit Brother LTD, China SXT Pharmaceuticals, Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s 's Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s 's Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 5 contracts

Samples: Indenture (Hepion Pharmaceuticals, Inc.), Hepion Pharmaceuticals, Inc., Bioptix, Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Debt Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Indenture (Peco Energy Co), Kansas City Power (Kansas City Power & Light Co), Indenture (Telephone & Data Systems Inc)

Execution of Supplemental Indentures. Upon In executing, or permitting the request additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the Companytrusts created by this Indenture, accompanied by its Board Resolutions authorizing the execution of any such supplemental indentureIndenture Trustee shall be provided with and, subject to Sections 6.1 and upon the filing with the Trustee of evidence 6.2, shall be fully protected in relying upon, an Officer’s Certificate of the consent Issuer and an Opinion of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in Counsel stating that the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article (i) is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to under this Indenture for the execution of the supplemental indenture have been complied with, (ii) will not cause any Issuer Party to become a corporation or another entity taxable as a corporation for U.S. federal income tax purposes, and (iii) will not cause the Notes that were characterized as indebtedness at issuance to be treated as other than indebtedness for U.S. federal income tax purposes; provided, however, that such Officer’s Certificate or the Opinion of Counsel need described in clause (ii) and clause (iii) will be subject to the same conditions, exclusions and limitations as any Opinion of Counsel with respect to such matters given upon the issuance of the Notes. The Indenture Trustee may, but shall not be provided in connection with obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. The Indenture Trustee shall notify each Rating Agency of the execution of a supplemental indenture that establishes any Supplemental Indentures. The Issuer shall notify the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee Back-up Manager of any supplemental indenture pursuant amendment to the provisions of this Section, Basic Documents that (x) modifies the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure duties of the Company Manager or Operator and (y) adversely affects or increases the duties of the Back-up Manager. No amendment to send, a Basic Document that adversely affects or cause increases the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect duties of the validity Back-up Manager will be effective without the consent of any such supplemental indenturethe Back-up Manager.

Appears in 4 contracts

Samples: Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with Parent and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Tyco International Finance S.A., Covidien Ltd., Tyco International LTD /Ber/

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedCompany, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Company in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: ADT Corp, ADT Corp, ADT, Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Indenture (Highpower International, Inc.), Indenture (Alexza Pharmaceuticals Inc.), Indenture (Highpower International, Inc.)

Execution of Supplemental Indentures. Upon the request of the CompanyIssuers, accompanied by its a Board Resolutions Resolution of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Notes required to consent thereto as aforesaid, the Trustee shall join with the Company Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1 of the Base Indenture, shall receive may receive, in addition to the documents required by Section 14.7(a) of the Base Indenture, an Officer’s Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied with; thereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof2.1 of the Base Indenture. Promptly after the execution by the Company Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Issuers shall (or shall direct the Trustee to) send transmit by electronic transmission, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series the Notes affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Issuers to send, or cause the sending of, send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: First Supplemental Indenture (CyrusOne Inc.), Fourth Supplemental Indenture (CyrusOne Inc.), Second Supplemental Indenture (CyrusOne Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: WPSR Capital Trust I, WPSR Capital Trust I, Arvin Capital I

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Indenture (Biodel Inc), Indenture (Biodel Inc), Vertex Pharmaceuticals Inc / Ma

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as thereby, as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Indenture (FreightCar America, Inc.), Indenture (FreightCar America, Inc.), China Automotive Systems Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Sequenom Inc, Ardea Biosciences, Inc./De, Sequenom Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.019.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Securities Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Ebh Capital Trust I, Blue Valley Ban Corp, Ebh Capital Trust I

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Securityholders, if required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive be provided an Officer’s Officers' Certificate or and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by complies with the terms applicable provisions of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied withIndenture; provided, however, that such Officer’s Officers' Certificate or and Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 4 contracts

Samples: Steelcase Inc, Steelcase Inc, Steelcase Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The TrusteeTrustee shall receive, subject in addition to the provisions of documents required by Section 7.0114.7(a), shall receive an Officer’s Certificate or and an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX, constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms (subject to customary exceptions) and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Indenture (Inspiration Media Inc), Indenture (Air Hot, Inc.), Indenture (South Texas Broadcasting Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or be provided with an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Supplemental Indenture (Laboratory Corp of America Holdings), Supplemental Indenture (Laboratory Corp of America Holdings), Indenture (Laboratory Corp of America Holdings)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article 9, constitutes a valid, binding and legal obligation, enforceable against the Company (subject to customary qualifications) and that all conditions precedent it is proper for the Trustee under the provisions of this Article 9 to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Indenture (Mannkind Corp), Indenture (Mannkind Corp), Indenture (Mannkind Corp)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence -35- of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Infineon Technologies Ag, Nitromed Inc, Infineon Technologies Ag

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Indenture (Nvidia Corp), Indenture (Nvidia Corp), Indenture (Nvidia Corp)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Debentureholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article XI is authorized or permitted by by, and conforms to, the terms of this Article XI and that all conditions precedent it is proper for the Trustee under the provisions of this Article XI to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.5, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Debentureholders as their names and addresses appear upon the Security Debenture Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: First Financial (First Financial Capital Trust II), Great Southern (Great Southern Capital Trust IV), Indenture (Horizon Financial Capital Trust II)

Execution of Supplemental Indentures. Upon the request of the CompanyIssuers, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company Issuers and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article XII or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedIssuers, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Issuers in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 12.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Prime Security Services (ADT Inc.), Indenture (ADT Inc.), Prime Security Services (ADT Inc.)

Execution of Supplemental Indentures. Upon In executing or accepting the request additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the Company, accompanied trusts created by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthis Indenture, the Trustee shall join with the Company be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture unless is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject Collateral Manager will be bound to the provisions of Section 7.01, shall receive an Officer’s Certificate follow any amendment or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant supplement to this Article is authorized or permitted by the terms Indenture of this Article and that all conditions precedent which it has received written notice at least ten Business Days prior to the execution and delivery of the supplemental indenture have been complied withsuch amendment or supplement; provided, however, that such Officer’s Certificate with respect to any amendment or Opinion supplement to this Indenture which may, in the judgment of Counsel need the Collateral Manager adversely affect the Collateral Manager, the Collateral Manager shall not be provided in connection with bound (and the execution of a supplemental indenture Issuer agrees that establishes it will not permit any such amendment to become effective) unless the terms of a series of Securities pursuant Collateral Manager gives written consent to Section 2.01 hereofthe Trustee and the Issuer to such amendment. Promptly after the execution by the Company The Issuer and the Trustee shall give written notice to the Collateral Manager of any supplemental indenture amendment made to this Indenture pursuant to the provisions of this Sectionits terms. In addition, the Company Collateral Manager’s written consent shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, be required prior to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company any amendment to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturethis Indenture by which it is adversely affected.

Appears in 3 contracts

Samples: Gramercy Real (Gramercy Capital Corp), Management Agreement and Servicing Agreement (CBRE Realty Finance Inc), Marathon Real Estate Finance, Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: TYCO INTERNATIONAL PLC, TYCO INTERNATIONAL PLC, TYCO INTERNATIONAL PLC

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Guarantor and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Opinion of Counsel and Officer’s Certificate or an Opinion of Counsel stating as conclusive evidence that any supplemental indenture executed pursuant to this Article 9 is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent 9 and, with respect to the execution of the any supplemental indenture have been complied with; providedrelating to any Additional Securities, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a shall provide that such supplemental indenture that establishes is the terms valid and binding agreement of a series of Securities pursuant to Section 2.01 hereofthe Company and/or the Guarantor, as applicable, enforceable against the Company and/or the Guarantor, as applicable, in accordance with its terms. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall transmit by mail, first class postage prepaid (and/or to the extent permitted by applicable procedures or shall direct the Trustee to) send regulations, electronically delivered), a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all each series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to sendmail (and/or to the extent permitted by applicable procedures or regulations, or cause the sending of, electronically deliver) such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Mallinckrodt PLC, Mallinckrodt PLC, Covidien PLC

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied withthereof; provided, -------- however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with ------- the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Indenture (Computer Sciences Corp), Computer Sciences Corp, Computer Sciences Corp

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Indenture (Blackstone Mortgage Trust, Inc.), Indenture (Blackstone Mortgage Trust, Inc.), Indenture (Blackstone Mortgage Trust, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or and an Opinion of Counsel (in addition to the documents required under Section 15.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution thereof and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the supplemental indenture have been complied withCompany enforceable against the Company in accordance with its terms; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 3 contracts

Samples: Subordinated Indenture (Brighthouse Financial, Inc.), Brighthouse Financial, Inc., Brighthouse Financial, Inc.

Execution of Supplemental Indentures. Upon In executing, or permitting the request additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the Companytrusts created by this Indenture, accompanied by its Board Resolutions authorizing the execution of any such supplemental indentureIndenture Trustee shall be provided with and, subject to Sections 6.1 and upon the filing with the Trustee of evidence 6.2, shall be fully protected in relying upon, an Officer’s Certificate of the consent Issuer and an Opinion of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in Counsel stating that the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article (i) is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to under this Indenture for the execution of the supplemental indenture have been complied with, (ii) will not cause any Issuer Party to become a corporation or another entity taxable as a corporation for U.S. federal income tax purposes, and (iii) will not cause the Notes that were characterized as indebtedness at issuance to be treated as other than indebtedness for U.S. federal income tax purposes; provided, however, that such Officer’s Certificate or the Opinion of Counsel need described in clause (ii) and clause (iii) will be subject to the same conditions, exclusions and limitations as any Opinion of Counsel with respect to such matters given upon the issuance of the Notes. The Indenture Trustee may, but shall not be provided in connection with obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. The Indenture Trustee shall notify each Rating Agency of the execution of a supplemental indenture that establishes any Supplemental Indentures. The Issuer shall notify the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee Back- Up Manager of any supplemental indenture pursuant amendment to the provisions of this Section, Basic Documents that (x) modifies the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure duties of the Company Manager or Operator and (y) adversely affects or increases the duties of the Back-up Manager. No amendment to send, a Basic Document that adversely affects or cause increases the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect duties of the validity Back-Up Manager will be effective without the consent of any such supplemental indenturethe Back-Up Manager.

Appears in 2 contracts

Samples: Diversified Energy Co PLC, Diversified Energy Co PLC

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive be provided with an Officer’s Officers’ Certificate or an and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or and Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Net 1 Ueps Technologies Inc, Net 1 Ueps Technologies Inc

Execution of Supplemental Indentures. Upon the request of the CompanyCompany and the Guarantor, accompanied by its their Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; providedPROVIDED, howeverHOWEVER, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Debt Securities and related Guarantee pursuant to Section 2.01 hereof. Promptly after the execution by the Company Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Mediaone Finance Trust Ii), Indenture (Mediaone Finance Trust Vi)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.01 and 9.03, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, and complies with the requirements of, the Trust Indenture Act and the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Securities Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Bank of the Ozarks Inc, Ozark Capital Trust

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by electronic mail, or by first class postage prepaid mail, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

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

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or an and Opinion of Counsel (in addition to the documents required under Section 14.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof2.01. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to(in the Company’s name and at the written request of the Company in an Officers’ Certificate) send shall transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company or the Trustee to send, transmit such notice or cause the sending of, such noticenotice to be transmitted, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: And (SiriusPoint LTD), SiriusPoint LTD

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company Company, each Subsidiary Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Senseonics, Inc), Indenture (Senseonics, Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall receive may receive, in addition to the documents required by Section 14.7(a), an Officer’s Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Conexant Systems Inc), Indenture (Conexant Systems Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. article 10 SUCCESSOR ENTITY

Appears in 2 contracts

Samples: Indenture (Vical Inc), Indenture (Cidara Therapeutics, Inc.)

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Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ARTICLE 10

Appears in 2 contracts

Samples: Indenture (Marker Therapeutics, Inc.), Indenture (Chimerix Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, 41 subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (American Equity Investment Life Holding Co), American Equity Investment Life Holding Co

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive and will be fully protected in relying upon an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article 9, constitutes a valid, binding and legal obligation, enforceable against the Company (subject to customary qualifications) and that all conditions precedent it is proper for the Trustee under the provisions of this Article 9 to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Mannkind Corp), Mannkind Corp

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with Guarantors and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: IPERIONX LTD, Piedmont Lithium LTD

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or and an Opinion of Counsel (in addition to the documents required under Section 14.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution thereof and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the supplemental indenture have been complied withCompany enforceable against the Company in accordance with its terms; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Senior Indenture (Brighthouse Financial, Inc.), Senior Indenture (Brighthouse Financial, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Metlife Inc), Indenture (Unitrin Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s 's Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s 's Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Seelos Therapeutics, Inc.), Indenture (Actinium Pharmaceuticals, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Officers' Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Onyx Pharmaceuticals Inc, Onyx Pharmaceuticals Inc

Execution of Supplemental Indentures. Upon the written request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive and will be fully protected in conclusively relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article 9 and that all conditions precedent constitutes a legal, valid and binding obligation, enforceable against the Company (subject to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofcustomary qualifications). Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (transmit by mail, first class postage prepaid or shall direct the Trustee to) send electronically, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Greenbrier Companies Inc), First Supplemental Indenture (Greenbrier Companies Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Exelon Corp), Exelon Corp

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 7.01 and 7.02, shall receive an Officer’s Certificate or upon request and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with and the execution of Supplemental Indenture is a supplemental indenture that establishes valid and legally binding instrument enforceable against the terms of a series of Securities pursuant to Section 2.01 hereofCompany. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series Series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Pingtan Marine Enterprise Ltd., LHC Group, Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ARTICLE X

Appears in 2 contracts

Samples: Indenture (Marsh & McLennan Companies Inc), Indenture (Marsh & McLennan Companies Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and , that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, and that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes is the terms legal, valid and binding obligation of a series of Securities pursuant the Company enforceable against it in accordance with its terms, subject to Section 2.01 hereofcustomary enforceability exceptions. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Welbilt, Inc.), Indenture (Canterbury Park Holding Corp)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive and will be fully protected in conclusively relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article 9 and that all conditions precedent constitutes a valid, binding and legal obligation, enforceable against the Company (subject to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofcustomary qualifications). Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Greenbrier Companies Inc), Indenture (Digital River Inc /De)

Execution of Supplemental Indentures. Upon the request of the CompanyIssuers, accompanied by its a Board Resolutions Resolution of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall receive may receive, in addition to the documents required by Section 14.7(a), an Officer’s Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Issuers shall transmit by mail, first class postage prepaid (or shall direct or, in the Trustee to) send case of Securities held in book-entry form, by electronic transmission), a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Issuers to send, or cause the sending of, send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (CyrusOne Foreign Holdings LLC), Indenture (CyrusOne Finance Corp.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. 42 ARTICLE X CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Appears in 2 contracts

Samples: Indenture (American Equity Investment Life Holding Co), American Equity Investment Life Holding Co

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class post- age prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Xoma LTD /De/), Indenture (Xoma LTD /De/)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such indenture supplemental indenturehereto, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such indenture supplemental indenture hereto unless such indenture supplemental indenture hereto affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such indenture supplemental indenturehereto. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any indenture supplemental indenture hereto executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a an indenture supplemental indenture hereto that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any indenture supplemental indenture hereto pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such indenture supplemental indenturehereto, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplemental indenturehereto.

Appears in 2 contracts

Samples: Indenture (ICO Global Communications (Holdings) LTD), ICO Global Communications (Holdings) LTD

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel under this Section 9.05 need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Willdan Group, Inc.), Indenture (Senseonics Holdings, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or Officers' Certificate, and if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Indenture (Nektar Therapeutics), Nektar Therapeutics

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and 52 61 addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: 1 (Metlife Capital Trust Iii), Metlife Capital Trust Iii

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indentureindenture or by an Officer’s Certificate of the Company, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 2 contracts

Samples: Tyco International Finance S.A., Tyco International Finance S.A.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or 38 Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Phoenix Technologies LTD)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (transmit electronically or shall direct by mail, first class postage prepaid, a notice prepared by the Trustee to) send a noticeCompany, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Depomed Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthereto, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a written notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Repare Therapeutics Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its their Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence evi- dence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Noram Financing Ii)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Article, such supplemental indenture is the legal, valid and binding obligation of the Company and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Cytokinetics Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. article 10 SUCCESSOR ENTITY

Appears in 1 contract

Samples: VectivBio Holding AG

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ARTICLE 10

Appears in 1 contract

Samples: Bird Global, Inc.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions a Company Order authorizing the execution of any such supplemental indenture, and upon the filing with delivery to the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthereto, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall is entitled to receive an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and with respect to Section 9.01(6), does not adversely affect the rights of any Securityholder of any series in any material respect, and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or and an Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Regeneron Pharmaceuticals, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Telaria, Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties duties, benefits, privileges, protections, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Workhorse Group Inc.)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive be provided with an Officer’s Officers’ Certificate or an and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit a notice, setting forth in general terms the substance of such supplemental indenture, by mail to the Securityholders of all series affected thereby .as (to the extent their respective names and addresses appear upon in the Security Register) or through the facilities of the Depositary. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Indenture (Freeport McMoran Copper & Gold Inc)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ________________________________________________________________________________________________________________________

Appears in 1 contract

Samples: Indenture (KEMPER Corp)

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive be provided with an Officer’s Officers’ Certificate or an and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; providedmet and, however, that such Officer’s Certificate or with respect to the Opinion of Counsel need not be provided only, is legally valid and binding against the Company and that it is proper for the Trustee under the provisions of this Article to join in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct prepare and send to the Trustee to) send for transmission to the Securityholders and the Trustee shall transmit electronically or by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Net 1 Ueps Technologies Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence -35- 42 of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Rsa Security Inc/De/

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Debt Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ARTICLE X SUCCESSOR CORPORATION

Appears in 1 contract

Samples: Illinova Corp

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Appears in 1 contract

Samples: Aytu Biopharma, Inc

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ARTICLE 10

Appears in 1 contract

Samples: Indenture (Gran Tierra Energy Inc.)

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