Holder Actions Sample Clauses

Holder Actions. (a) [Reserved]. (1) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (for purposes of this Section 13.01, an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient. (2) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders. (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective. (d) The Issuer may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of Default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

Holder Actions. (a) Each Holder hereby approves and consents to the Offer. Each Holder shall tender or cause to be tendered all Old Notes beneficially owned by it or its affiliates pursuant to the Offer and shall vote or cause to be voted all such Old Notes in favor of the approval and adoption of the Plan of Reorganization, and will not vote in favor of any other plan of reorganization or any action that is intended or could reasonably be expected to adversely affect the Plan of Reorganization. (b) In connection with the Offer, each Holder will furnish the Company with such information (which will be treated and held in confidence by the Company except as required by law) and assistance as the Company or its Representatives (as defined in Section 8.11) may reasonably request in connection with the preparation and consummation of the Offer, provided that the provision of any such information does not violate (i) any confidentiality agreement by which such Holder is bound as of the date of this Agreement and of which such Holder has advised the Company no later than the date hereof or (ii) any provision of applicable law.

Holder Actions. 6.1 The Debtor hereby authorizes the Holder to file such financing statements and other documents and do such acts, matters and things (including completing and adding schedules hereto identifying the Collateral or any permitted Encumbrances affecting the Collateral or identifying the locations at which the Debtor's business is carried on and the Collateral and records relating thereto are situate) as the Holder may deem appropriate to perfect and continue the security constituted hereby, to protect and preserve the Collateral and to realize upon the security constituted hereby and the Debtor hereby irrevocably constitutes and appoints the Holder the true and lawful attorney of the Debtor, with full power of substitution, to do any of the foregoing in the name of the Debtor whenever and wherever it may be deemed necessary or expedient by the Holder. 6.2 The Holder may charge for its reasonable costs incurred in connection with any disclosure requirements under the PPSA. 6.3 If the Debtor fails to perform any of its Obligations hereunder, the Holder may, but shall not be obliged to, perform any or all of such Obligations without prejudice to any other rights and remedies of the Holder hereunder, and any payments made and any costs, charges, expenses and legal fees and disbursements (on a solicitor and his own client basis) incurred in connection therewith shall be payable by the Debtor to the Holder forthwith with interest until paid at the highest rate borne by any of the Obligations and such amounts shall form part of the Obligations and constitute a charge upon the Collateral in favour of the Holder prior to all claims subsequent to this Security Agreement.

Holder Actions. (a) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (b), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective. (b) The Issuer may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act § 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of Default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons shall be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act shall be valid or effective for more than 90 days after the record date.

Holder Actions. 3 1.03 Company Board Representation; Section 14(f)................................. 3 1.04 Conditions to Holders' Obligations.......................................... 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Holder Actions. (a) Any notice, consent to amendment, supplement or waiver provided by this Agreement to be given by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Warrant Agent. (b) Any act by the Holder of any Warrant binds that Holder and every subsequent Holder of such Warrant, even if no notation thereof appears on the Warrant certificate. Subject to paragraph (c), a Holder may revoke an act as to its Warrants, but only if the Warrant Agent receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective. (c) The Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

Holder Actions. Any notice, consent to amendment, supplement or waiver provided by this Agreement to be given by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Warrant Agent. (a) Any act by the Holder of any Warrant binds that Holder and every subsequent Holder of such Warrant. Subject to paragraph (b), a Holder may revoke an act as to its Warrants, but only if the Warrant Agent receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective. (b) The Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective if given or made more than 90 days after any applicable record date with respect thereto.

Holder Actions. (a) subject to the terms and conditions of this Agreement, each Holder hereby severally: (i) approves and consents to the Term Sheet, including without limitation, the classification and treatment of claims and equity interests described in the Term Sheet; (ii) agrees to vote or cause to be voted all of its Old Notes in favor of a plan of reorganization implementing the Term Sheet and otherwise in form and substance reasonably satisfactory to the Holders (the "Plan") and in connection therewith to execute a ballot or ballots voting to accept the Plan; (iii) agrees to vote against any competing plan that may interfere with or be inconsistent with the Plan and in connection therewith to execute a ballot or ballots voting to reject such competing plan; (iv) agrees not to and will cause its respective officers, directors, employees and professionals or other agents not to, directly or indirectly, take any action to encourage any competing plan that may interfere with or be inconsistent with the Plan, except that nothing herein shall preclude the Holders from soliciting, initiating, or seeking out a Superior Offer; and (v) agrees to support confirmation of the Plan; provided, however, that at any time, the Company or the Holders receive a bona fide offer for the purchase of all or substantially all the assets of the Company or for the merger or consolidation of the Company with or into any other company (collectively "Alternative Offer"), which the Board of Directors and the Holders, in good faith after consultation with each other, determine to be a superior offer to the Purchase Offer or Plan (a "Superior Offer") then the Holder shall have the right prior to the confirmation date of the Plan, to rescind its approval and consent to the Plan and to vote for and consent to such Superior Offer. Each of the Company and the Holders agree to inform the other upon its receipt of any proposal, expression of interest or request for information from any person relating to an Alternative Offer and to deliver to the other any and all written materials received by such person in connection therewith. In addition, nothing contained herein shall be deemed to restrict the sale or transfer by any Holder of any of its Old Notes; provided that the purchaser thereof shall be bound by the terms of this Agreement, including this Section 1.02.

Holder Actions. In determining whether the Holders of the required principal amount of the outstanding Notes have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, or whether a quorum is present at a meeting of Holders of Notes, (A) the principal amount of Notes which shall be deemed to be outstanding shall be the Accreted Value as of such date, (B) if, as of such date, the Accreted Value is not determinable, the principal amount of such Note which shall be deemed to be outstanding shall be the Principal Amount At Maturity, and (C) Notes owned by the Company or any Subsidiary Guarantor or any other obligor upon the Notes or any Subsidiary Guarantee or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, or upon any such determination as to the presence of a quorum, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company, any Subsidiary Guarantor or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. Notes are also not considered to be outstanding and therefore the Holders thereof are not eligible to vote or consent or give their approval or take other action under this Indenture if they have been fully defeased or discharged, as described under Article 8.