Actions by Lenders. (a) Any approval (including without limitation any approval of or authorization for any amendment to any of the Credit Documents), waiver, consent, instruction or other expression of the Lenders hereunder may be obtained by an instrument in writing signed in one or more counterparts by the Required Lenders (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimile). (b) Any approval (including without limitation any approval of or authorization or any amendment to any of the Credit Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing not less than 66 2/3% of all the Revolving Commitments of the Lenders under the Credit. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three Lenders. Every such meeting shall be held at such reasonable place as the Administrative Agent may approve. At least seven days notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meeting. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person nominated in writing by the Administrative Agent shall be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 of its Revolving Commitments under the Credit. In respect of all matters concerning the convening, holding and adjourning of Lenders' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the Borrower, the Administrative Agent and the Lenders. A resolution passed pursuant to this subsection shall be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect to such resolution accordingly. (c) Subject to Section 12.10(d), any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders shall be binding on all the Lenders and the Administrative Agent. (d) Notwithstanding Section 12.10(a) and 0 and without affecting the rights of the Borrower under this Agreement, without the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of all of the Lenders, there shall be: (i) subject to Section 2.02, no extension of the Revolving Period, or change in any other time for payment of, or subordination of any payment of, the principal of the outstanding Accommodations from time to time; (ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the Guarantees, save for the discharge of any Guarantee issued by a Credit Party whose shares are disposed of pursuant to, and in compliance with, the provisions of this Agreement (including, without limitation Section 9.02(e)) which the Administrative Agent shall do upon request by the Borrower; (iii) no change to, or waiver given with respect to, the amount of the Revolving Commitment under the Credit of any Lender (except to the extent specifically provided in this Agreement); (iv) no decrease to the amount or rate of, or change to the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing; (v) no change to the requirement in Section 13.01(g) for the consent of all the Lenders to any assignment or transfer by the Borrower of all or any of its rights and obligations under any Credit Document; (vi) no consent of the Lenders provided under, or amendment to, subsection (xviii) of the definition of "Permitted Liens"; (vii) no change to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders"; (viii) no amendment to, or waiver of Section 13.01(a)(iii); (ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02. (e) Notwithstanding Section 12.10(a) and (b), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.
Appears in 1 contract
Samples: Loan Agreement (MDS Inc)
Actions by Lenders. (a1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders hereunder under any of the Loan Documents may be obtained by an instrument in writing signed in one or more counterparts by the Required Majority Lenders, or where required by Section 12.04(3) all of the Lenders or affected Lenders, as the case may be, (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimilefacsimile or other electronic means of communication); provided that, nothing in this Section 12.04 shall prevent a Lender from instructing the Agent to demand repayment of all Obligations in accordance with Section 7.01 and upon such instructions the Agent shall demand on the Borrower repayment of all Obligations.
(b2) Any consent, approval (including without limitation any approval of or authorization or for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement hereunder may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as hereinafter provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing of not less than 66 2/3% (or 100% in the event that there are fewer than five (5) Lenders) of all the Revolving Commitments votes given on a poll of the Lenders under the Creditwith respect to such resolution. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three two Lenders. Every such meeting shall be held in the City of Toronto or at such other reasonable place as the Administrative Agent may approve. At least seven days (7) days’ notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meetingthereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person person nominated in writing by the Administrative Agent shall be chairman of the meeting. Lenders representing no less than 60% of the outstanding Advances must be present at a meeting or adjourned meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 $1 of its Revolving Commitments under the CreditCommitment. In respect of all matters concerning the convening, holding and adjourning of Lenders' ’ meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection 12.04(2) as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the Borrower, the Administrative Agent and the Lenders. A resolution passed .
(3) Notwithstanding subsection 12.04(1), without the consent of all the Lenders the Agent may not take the following actions:
(a) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Revolving Facility, reduce the fees payable, reduce interest rates or other amounts payable with respect to the Revolving Facility, extend any date fixed for payment of principal, interest or other amounts payable relating to the Revolving Facility, extend the repayment dates of the Revolving Facility, change the definition of Majority Lenders or Applicable Margin;
(b) amend, modify, discharge, terminate or waive any of the Security (which, for certainty, includes guarantees) if the effect is to release a material part of the Property subject thereto otherwise than pursuant to the terms hereof or thereof; or
(c) amend this subsection Section 12.04(3).
(4) An instrument in writing from the Majority Lenders (any such instrument in writing being an “Approval Instrument”) shall (subject to the terms of Section 12.04(3)) be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect thereto accordingly. For greater certainty, to such resolution accordingly.
(c) Subject to Section 12.10(d)the extent so authorized in the Approval Instrument, any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders Agent shall be binding entitled (but not obligated) to execute and deliver on all the Lenders and the Administrative Agent.
(d) Notwithstanding Section 12.10(a) and 0 and without affecting the rights behalf of the Borrower under this Agreement, without the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of Agent and all of the Lenders, there shall be:
(i) subject to Section 2.02, no extension of without the Revolving Period, or change in requirement for the execution by any other time for payment ofLender or Lenders, any consents, waivers, documents or subordination of instruments (including without limitation any payment of, the principal of the outstanding Accommodations from time amendment to time;
(ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the Guarantees, save for Loan Documents) necessary or advisable in the discharge opinion of any Guarantee issued by a Credit Party whose shares are disposed of pursuant to, and in compliance with, the provisions of this Agreement (including, without limitation Section 9.02(e)) which Agent to give effect to the Administrative Agent shall do upon request matters approved by the Borrower;
(iii) no change to, Majority Lenders or waiver given with respect to, the amount all of the Revolving Commitment under Lenders, as the Credit of case may be, in any Lender (except to the extent specifically provided in this Agreement);
(iv) no decrease to the amount or rate of, or change to the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing;
(v) no change to the requirement in Section 13.01(g) for the consent of all the Lenders to any assignment or transfer by the Borrower of all or any of its rights and obligations under any Credit Document;
(vi) no consent of the Lenders provided under, or amendment to, subsection (xviii) of the definition of "Permitted Liens";
(vii) no change to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders";
(viii) no amendment to, or waiver of Section 13.01(a)(iii);
(ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02Approval Instrument.
(e) Notwithstanding Section 12.10(a) and (b), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.
Appears in 1 contract
Actions by Lenders. (a1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders hereunder under any of the Loan Documents may be obtained by an instrument in writing signed in one or more counterparts by the Required Majority Lenders, or where required by Section 14.14(3) all of the Lenders (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimile).
(b2) Any consent, approval (including without limitation any approval of or authorization or for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement hereunder may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as hereinafter provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing not less than 66 2/3of the Majority Lenders (or 100% in the event that there are only two Lenders) of all the Revolving Commitments votes given on a poll of the Lenders under the Creditwith respect to such resolution. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three two Lenders. Every such meeting shall be held in the City of Toronto or at such other reasonable place as the Administrative Agent may approve. At least seven days days' notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meetingthereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person person nominated in writing by the Administrative Agent shall be chairman of the meeting. Lenders representing no less than a majority (measured in US dollars) of the outstanding Advances must be present at a meeting or adjourned meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 US$1 of its Revolving Commitments under the CreditCommitment. In respect of all matters concerning the convening, holding and adjourning of Lenders' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection 14.14(2) as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the BorrowerBorrowers, the Administrative Agent and the Lenders. A resolution passed .
(3) Notwithstanding subsection 14.14(1), without the consent of each Lender directly affected thereby, the Agent may not take the following actions:
(a) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Credit Facilities, reduce the fees payable, reduce interest rates or other amounts payable with respect to the Credit Facilities, extend any date fixed for payment of principal, interest or other amounts payable relating to the Credit Facilities, extend the repayment dates of the Credit Facilities or change the definition of Majority Lenders or Applicable Margin (in each case above, other than in respect of the application (or waiver) of the default rate of interest, amendment to the definitions of "Net Senior Leverage Ratio", "Interest Coverage Ratio" or "Fixed Charge Coverage Ratio" and the component definitions thereof);
(b) amend Section 3.02;
(c) amend, modify, discharge, terminate or waive any of the Security (including a Guarantee) if the effect is to release all or substantially all of the Property subject thereto otherwise than pursuant to the terms hereof or thereof; or
(d) amend this subsection Section 14.14(3).
(4) An instrument in writing from the Majority Lenders (any such instrument in writing being an "Approval Instrument") shall (subject to the terms of Section 14.14(3)) be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect thereto accordingly. For greater certainty, to such resolution accordingly.
(c) Subject to Section 12.10(d)the extent so authorized in the Approval Instrument, any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders Agent shall be binding entitled (but not obligated) to execute and deliver on all the Lenders and the Administrative Agent.
(d) Notwithstanding Section 12.10(a) and 0 and without affecting the rights behalf of the Borrower under this Agreement, without the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of Agent and all of the Lenders, there shall be:
(i) subject to Section 2.02, no extension of without the Revolving Period, or change in requirement for the execution by any other time for payment ofLender or Lenders, any consents, waivers, documents or subordination of instruments (including without limitation any payment of, the principal of the outstanding Accommodations from time amendment to time;
(ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the GuaranteesLoan Documents) necessary or advisable in the opinion of the Agent to give effect to the matters approved by the Majority Lenders or all of the Lenders, save for as the discharge case may be, in any Approval Instrument. For greater certainty any amendment to this Agreement or any Loan Document also requires the consent of the Borrowers in writing.
(5) In the event that (x) in connection with any Guarantee issued proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 14.14(3), the consent of the Majority Lenders shall have been obtained but the consent of one or more of such other Lenders (each a Credit Party "Non-Consenting Lender") whose shares are disposed consent is required shall not have been obtained or (y) in the case of pursuant toa Non-Funding Lender; then, with respect to each Non-Consenting Lender or Non-Funding Lender (the "Terminated Lender") the Borrowers may, by giving written notice to the Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Advances and its Revolving Facility Commitment and Swingline Facility Commitment, if any, in compliance with, full to one or more Eligible Assignees (each a "Replacement Lender") in accordance with the provisions of this Agreement and the Borrowers shall pay the fees, if any, payable thereunder in connection with any assignment from the Terminated Lender; provided:
(includinga) on the date of such assignment, without limitation Section 9.02(e)the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (a) which an amount equal to the Administrative Agent shall do upon request principal of, and all accrued interest on, all outstanding Advances of the Terminated Lender, (b) an amount equal to all unreimbursed drawings that have been funded by the Borrowersuch Terminated Lender, together with all then unpaid interest with respect thereto at such time, and (c) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to this Agreement;
(iiib) no change toon the date of such assignment, the Borrowers shall pay any amounts payable to such Terminated Lender (other than a Non-Funding Lender) in respect to any Breakage Costs or waiver given otherwise owed as a consequence of such repayment or otherwise as if it were a prepayment; and
(c) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, the Borrowers may not make such election with respect toto any Terminated Lender that is also the Issuing Lender unless, prior to the effectiveness of such election, the Borrowers shall cause each outstanding Letter of Credit issued by the Issuing Lender to be cancelled or cash collateralized or otherwise supported in a manner satisfactory to the Issuing Lender, acting reasonably and provided that in no case shall the cash collateral to be provided exceed the undrawn funding amount of the outstanding Letters of Credit issued by such Issuing Lender. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Facility Commitment under the Credit and Swingline Facility Commitment, if any, such Terminated Lender shall no longer constitute a "Lender" for purposes hereof; provided, any rights of any such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.
(except 6) Any relevant guarantee and Security shall be automatically released in connection with a Permitted Disposition to the extent specifically provided in this Agreement);
(iv) no decrease relating to the amount or rate ofproperty subject to such Disposition. The Agent is authorized, or change to the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing;
(v) no change to the requirement in Section 13.01(g) for the consent of all the Lenders to any assignment or transfer without further action by the Borrower of all or any of its rights and obligations under any Credit Document;
(vi) no consent of the Lenders provided underLenders, or amendment to, subsection (xviii) of the definition of "Permitted Liens";
(vii) no change to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders";
(viii) no amendment to, or waiver of Section 13.01(a)(iii);
(ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02execute related documents in connection with such release.
(e) Notwithstanding Section 12.10(a) and (b), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.
Appears in 1 contract
Actions by Lenders. (a1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Documents), waiver, consent, instruction or other expression of the Lenders hereunder may be obtained by an instrument in writing signed in one or more counterparts by the Required Lenders, or where required by Subsection 11.11(3), all of the Lenders (which instrument in writing, for greater certainty, may be executed in counterpart delivered by facsimile as provided for in Section 13.10 and delivered by facsimile12.05).
(b2) Any consent, approval (including without limitation any approval of or authorization for any waiver under or any amendment to any of the Credit Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement any of the Credit Documents may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as hereinafter provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing not less than 66 2/3% of all the Revolving Commitments of the Lenders under Required Lenders, or where required by Subsection 11.11(3)) all of the CreditLenders, at a meeting at which a quorum is present. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three Lenders. Every such meeting shall be held in the City of Toronto or at such other reasonable place as the Administrative Agent may approve. At least seven days notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meetingthereof. The Required Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorumquorum for the purpose of the transaction of business. A Person person nominated in writing by the Administrative Agent shall be chairman of the meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 Cdn. $1 of its Revolving Commitment (or if the Commitments under have been terminated each Cdn. $1 of the CreditCdn. Dollar Amount of its outstanding Accommodation). In respect of all matters concerning the convening, holding and adjourning of Lenders' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection Subsection as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the BorrowerCredit Parties, the Administrative Agent Agent, and the Lenders. A resolution passed pursuant to this subsection shall be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect to such resolution accordingly.
(c3) Subject to Section 12.10(d), any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders shall be binding on all the Lenders and the Administrative Agent.Notwithstanding Subsections 11.11
(d) Notwithstanding Section 12.10(a1) and 0 and without affecting the rights of the Borrower under this Agreement, without (2):
(a) the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of all of the Lenders, there shall be:
will be required for (i) subject any change to Section 2.02or waiver of Subsections 10.01(1), no extension of the Revolving Period10.01(8), 10.01(9), 10.01(10), or change in any other time for payment of, or subordination of any payment of, the principal of the outstanding Accommodations from time to time;
10.01(11) (ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the Guarantees, save for the discharge of any Guarantee issued by a Credit Party whose shares are disposed of pursuant to, and in compliance with, the provisions of this Agreement (including, without limitation Section 9.02(e)) which the Administrative Agent shall do upon request by the Borrower;
(iii) no change to, or waiver given with respect to, the amount of the Revolving Commitment under the Credit of any Lender (except to the extent specifically provided in this Agreement);
(iv) no decrease to the amount or rate of, or change to the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing;
(v) no change to the requirement in Section 13.01(g) for that the consent of all the Lenders to any assignment or transfer by the Borrower of all or any of its rights and obligations under any Credit Document;
(vi) no consent of the Lenders provided under, shall not be required to any agreement to enter into standstill or amendment to, subsection (xviii) of the definition of "Permitted Liens";
(vii) no change other similar arrangements relative to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders";
(viii) no amendment to, or waiver of Section 13.01(a)(iii);
(ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02.
(e) Notwithstanding Section 12.10(a) and (bsuch Subsections), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.Section
Appears in 1 contract
Actions by Lenders. (a1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders hereunder under any of the Loan Documents 60 may be obtained by an instrument in writing signed in one or more counterparts by the Required Majority Lenders, or where required by Section 13.03(3) all of the Lenders or affected Lenders, as the case may be, (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimile).
(b2) Any consent, approval (including without limitation any approval of or authorization or for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement hereunder may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as hereinafter provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing of not less than 66 2/3662/3% (or 100% in the event that there are fewer than five (5) Lenders) of all the Revolving Commitments votes given on a poll of the Lenders under the Creditwith respect to such resolution. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three two Lenders. Every such meeting shall be held in the City of Toronto or at such other reasonable place as the Administrative Agent may approve. At least seven days notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meetingthereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person person nominated in writing by the Administrative Agent shall be chairman of the meeting. Lenders representing no less than 60% of the outstanding Advances must be present at a meeting or adjourned meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 $1 of its Revolving Commitments under the CreditCommitment. In respect of all matters concerning the convening, holding and adjourning of Lenders' ’ meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection 13.03(2) as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the Borrower, the Administrative Agent and the Lenders. A resolution passed .
(3) Notwithstanding subsection 13.03(1), without the consent of all the Lenders the Agent may not take the following actions:
(a) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Credit Facilities, reduce the fees payable, reduce interest rates or other amounts payable with respect to the Credit Facilities, extend any date fixed for payment of principal, interest or other amounts payable relating to the Credit Facilities, extend the repayment dates of the Credit Facilities, change the definition of Majority Lenders or Applicable Margin;
(b) amend Section 3.03;
(c) amend, modify, discharge, terminate or waive any of the Security (which, for certainty, includes guarantees) if the effect is to release a material part of the Property subject thereto otherwise than pursuant to the terms hereof or thereof; or
(d) amend this subsection Section 13.03(3).
(4) An instrument in writing from the Majority Lenders (any such instrument in writing being an “Approval Instrument”) shall (subject to the terms of Section 13.03(3)) be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect thereto accordingly. For greater certainty, to such resolution accordingly.
(c) Subject to Section 12.10(d)the extent so authorized in the Approval Instrument, any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders Agent shall be binding entitled (but not obligated) to execute and deliver on all the Lenders and the Administrative Agent.
(d) Notwithstanding Section 12.10(a) and 0 and without affecting the rights behalf of the Borrower under this Agreement, without the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of Agent and all of the Lenders, there shall be:
(i) subject to Section 2.02, no extension of without the Revolving Period, or change in requirement for the execution by any other time for payment ofLender or Lenders, any consents, waivers, documents or subordination of instruments (including without limitation any payment of, the principal of the outstanding Accommodations from time amendment to time;
(ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the Guarantees, save for Loan Documents) necessary or advisable in the discharge opinion of any Guarantee issued by a Credit Party whose shares are disposed of pursuant to, and in compliance with, the provisions of this Agreement (including, without limitation Section 9.02(e)) which Agent to give effect to the Administrative Agent shall do upon request matters approved by the Borrower;
(iii) no change to, Majority Lenders or waiver given with respect to, the amount all of the Revolving Commitment under Lenders, as the Credit of case may be, in any Lender (except to the extent specifically provided in this Agreement);
(iv) no decrease to the amount or rate of, or change to the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing;
(v) no change to the requirement in Section 13.01(g) for the consent of all the Lenders to any assignment or transfer by the Borrower of all or any of its rights and obligations under any Credit Document;
(vi) no consent of the Lenders provided under, or amendment to, subsection (xviii) of the definition of "Permitted Liens";
(vii) no change to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders";
(viii) no amendment to, or waiver of Section 13.01(a)(iii);
(ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02Approval Instrument.
(e) Notwithstanding Section 12.10(a) and (b), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.
Appears in 1 contract
Actions by Lenders. (a1) Any approval consent, approval, waiver (including without limitation any approval of or authorization for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders hereunder under any of the Loan Documents may be obtained by an instrument in writing signed in one or more counterparts by the Required Majority Lenders, or where required by Section 14.14(3) all of the Lenders (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimilefacsimile or other electronic transmission).
(b2) Any approval consent, approval, waiver (including without limitation any approval of or authorization or for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement hereunder may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as hereinafter provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing not less than 66 2/3of the Majority Lenders (or 100% in the event that there are only two Lenders) of all the Revolving Commitments votes given on a poll of the Lenders under the Creditwith respect to such resolution. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three two Lenders. Every such meeting shall be held in the City of Toronto or at such other reasonable place as the Administrative Agent may approve. At least seven days days' notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meetingthereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person person nominated in writing by the Administrative Agent shall be chairman of the meeting. Lenders representing no less than 60% of the outstanding Advances must be present at a meeting or adjourned meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 $1 of its Revolving Commitments under the CreditCommitment. In respect of all matters concerning the convening, holding and adjourning of Lenders' meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection Section 14.14(2) as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the Borrower, the Administrative Agent and the Lenders. A resolution passed .
(3) Notwithstanding Section 14.14(1), but subject to Section 14.19(4), without the consent of all the affected Lenders the Agent may not take the following actions:
(a) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of the Credit Facilities (other than pursuant to Section 2.11), reduce the fees payable, reduce interest rates or other amounts payable with respect to the Credit Facilities, extend any date fixed for payment of principal, interest or other amounts payable relating to the Credit Facilities, extend the repayment dates of the Credit Facilities or change the definition of Majority Lenders or Applicable Margin;
(b) amendments, modifications or waivers of any part of the definition of "Borrowing Base" or "Eligible Account" in Section 1.01 and any other defined term in Section 1.01 that is used in any of such definitions;
(c) the establishment of any Advance in United States Dollars or any other currency which is not an Approved Currency;
(d) amend, modify, discharge, terminate or waive any of the Security (including a guarantee) if the effect is to release any Guarantor or any material part of the Collateral;
(e) amend Section 3.02, Section 12.11 or Section 14.11;
(f) amend any provision of Article 7;
(g) amend Section 10.01(1);
(h) amend any provision of Article 15;
(i) amend this subsection Section 14.14(3).
(4) An instrument in writing from the Majority Lenders (any such instrument in writing being an "Approval Instrument") shall (subject to the terms of Section 14.14(3)) be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect thereto accordingly. For greater certainty, to such resolution accordingly.
(c) Subject to Section 12.10(d)the extent so authorized in the Approval Instrument, any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders Agent shall be binding entitled (but not obligated) to execute and deliver on all the Lenders and the Administrative Agent.
(d) Notwithstanding Section 12.10(a) and 0 and without affecting the rights behalf of the Borrower under this Agreement, without the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of Agent and all of the Lenders, there shall be:
(i) subject to Section 2.02, no extension of without the Revolving Period, or change in requirement for the execution by any other time for payment ofLender or Lenders, any consents, waivers, documents or subordination of instruments (including without limitation any payment of, the principal of the outstanding Accommodations from time amendment to time;
(ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the GuaranteesLoan Documents) necessary or advisable in the opinion of the Agent to give effect to the matters approved by the Majority Lenders or all of the Lenders, save for as the discharge of case may be, in any Guarantee issued by a Credit Party whose shares are disposed of pursuant to, and in compliance with, the provisions of this Agreement Approval Instrument.
(including5) The Agent is authorized, without limitation Section 9.02(e)) which the Administrative Agent shall do upon request further action by the Borrower;
(iii) no change toLenders, or waiver given to and shall release the Security and execute related documents in connection with respect to, the amount of the Revolving Commitment under the Credit of any Lender (except a Permitted Disposition to the extent specifically provided in this Agreement);
(iv) no decrease relating to the amount or rate of, or change property subject to such disposition and the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing;
(v) no change to the requirement in Section 13.01(g) for the consent of Agent shall execute and deliver all the Lenders to any assignment or transfer discharges and termination statements requested by the Borrower of all or and/or any of its rights and obligations under any other Credit Document;
Party (vi) no consent at the expense of the Lenders provided under, or amendment to, subsection (xviiiBorrower) of the definition of "in connection with such Permitted Liens";
(vii) no change to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders";
(viii) no amendment to, or waiver of Section 13.01(a)(iii);
(ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02Disposition.
(e) Notwithstanding Section 12.10(a) and (b), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.
Appears in 1 contract
Actions by Lenders. (a1) Any consent, approval (including without limitation any approval of or authorization for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders hereunder under any of the Loan Documents may be obtained by an instrument in writing signed in one or more counterparts by the Required Majority Lenders, or where required by Section 13.03(3) all of the Lenders (which instrument in writing, for greater certainty, may be executed in counterpart as provided for in Section 13.10 and delivered by facsimilefacsimile or e-mail of a pdf copy of such writing).
(b2) Any consent, approval (including without limitation any approval of or authorization or for any amendment to any of the Credit Loan Documents), waiver, consent, instruction or other expression of the Lenders under this Agreement hereunder may also be included in a resolution that is submitted to a meeting or adjourned meeting of the Lenders duly called and held for the purpose of considering the same as hereinafter provided in this Section and shall be deemed to have been obtained if such resolution is passed by the affirmative vote representing of not less than 100% (or 66 2/3% in the event that there are greater than two Lenders) of all the Revolving Commitments votes given on a poll of the Lenders under the Creditwith respect to such resolution. A meeting of Lenders may be called by the Administrative Agent and shall be called by the Administrative Agent upon the request of any three Lenderstwo Lenders subject to such Lenders providing details of the matters to be discussed at such meeting. Every such meeting shall be held in the City of Toronto or at such other reasonable place as the Administrative Agent may approve. At least seven days notice of the time and place of any such meeting shall be given to the Lenders and shall include or be accompanied by a draft of the resolutions to be submitted to such meeting, but the notice may state that such draft is subject to amendment at the meeting or any adjournment of the meetingthereof. The Lenders who are present in person or by proxy at the time and place specified in the notice shall constitute a quorum. A Person person nominated in writing by the Administrative Agent shall be chairman of the meeting. Lenders representing no less than 60% of the outstanding Advances must be present at a meeting or adjourned meeting. Upon every poll taken at any such meeting every Lender who is present in person or represented by a proxy duly appointed in writing (who need not be a Lender) shall be entitled to one vote in respect of each Cdn.$1.00 US$1 of its Revolving Commitments under the CreditCommitment. In respect of all matters concerning the convening, holding and adjourning of Lenders' ’ meetings, the form, execution and deposit of instruments appointing proxies and all other relevant matters, the Administrative Agent may from time to time make such reasonable regulations not inconsistent with this subsection 13.03(2) as it shall deem expedient and any regulations so made by the Administrative Agent shall be binding upon the Borrower, the Administrative Agent and the Lenders. A resolution passed .
(3) Notwithstanding subsection 13.03(1), without the consent of all the Lenders the Agent may not take the following actions:
(a) amend, modify, discharge, terminate or waive any of the terms of this Agreement if such amendment, modification, discharge, termination or waiver would increase the amount of a Credit Facility, reduce the fees payable, reduce interest rates or other amounts payable with respect to a Credit Facility, extend any date fixed for payment of principal, interest or other amounts payable relating to a Credit Facility, extend the repayment dates of a Credit Facility, change the definition of Majority Lenders or Applicable Margin;
(b) amend Section 3.02;
(c) amend, modify, discharge, terminate or waive any of the Security if the effect is to release a material part of the Property subject thereto otherwise than pursuant to the terms hereof or thereof; or
(d) amend this subsection Section 13.03(3).
(4) An instrument in writing from the Majority Lenders (any such instrument in writing being an “Approval Instrument”) shall (subject to the terms of Section 13.03(3)) be binding upon all of the Lenders, and the Administrative Agent (subject to the provisions for its indemnity contained in this Agreement) shall be bound to give effect thereto accordingly. For greater certainty, to such resolution accordingly.
(c) Subject to Section 12.10(d)the extent so authorized in the Approval Instrument, any approval, waiver, consent, instruction or other expression so expressed by the Required Lenders Agent shall be binding entitled (but not obligated) to execute and deliver on all the Lenders and the Administrative Agent.
(d) Notwithstanding Section 12.10(a) and 0 and without affecting the rights behalf of the Borrower under this Agreement, without the consent of all of the Lenders evidenced by an instrument in writing or, if all of the Lenders are present at a meeting of Lenders as aforesaid, by an affirmative vote of Agent and all of the Lenders, there shall be:
(i) subject to Section 2.02, no extension of without the Revolving Period, or change in requirement for the execution by any other time for payment ofLender or Lenders, any consents, waivers, documents or subordination of instruments (including without limitation any payment of, the principal of the outstanding Accommodations from time amendment to time;
(ii) no amendment to, postponement of, or discharge (either in whole or in part) of, any of the GuaranteesLoan Documents) necessary or advisable in the opinion of the Agent to give effect to the matters approved by the Majority Lenders or all of the Lenders, save for as the discharge of case may be, in any Guarantee issued by a Credit Party whose shares are disposed of pursuant to, and in compliance with, Approval Instrument.
(5) Notwithstanding the provisions of this Section 13.03 of this Agreement, no amendments or modifications may be made to this Agreement (including, without limitation Section 9.02(e)) which that has a material impact on the Administrative Agent shall do upon request by L/C Lenders unless the Borrower;
(iii) no change to, Majority L/C Lenders have provided their consent. No amendments or waiver given with respect to, the amount of modifications may be made to this Agreement that has a material impact on the Revolving Commitment under Lenders unless the Credit of any Lender (except to the extent specifically Majority Revolving Lenders have provided in this Agreement);
(iv) no decrease to the amount or rate of, or change to the date or currency of payment of, or change to the manner of calculation of, any interest, Bankers' Acceptance fees or standby fees under this Agreement or subordination of the payment of any of the foregoing;
(v) no change to the requirement in Section 13.01(g) for the consent of all the Lenders to any assignment or transfer by the Borrower of all or any of its rights and obligations under any Credit Document;
(vi) no consent of the Lenders provided under, or amendment to, subsection (xviii) of the definition of "Permitted Liens";
(vii) no change to Section 5.02, Section 10.02 or Section 10.03 or this Section 12.10(d) or the definition of "Required Lenders";
(viii) no amendment to, or waiver of Section 13.01(a)(iii);
(ix) no consent of the Lenders to the use of the Credit for a Hostile Take-over Bid under Section 2.02their consent.
(e) Notwithstanding Section 12.10(a) and (b), no change shall be made with respect to (i) the duties or liabilities of the Administrative Agent under any of the Credit Documents without the consent of the Administrative Agent or (ii) the rights or obligations of the Swingline Lender in its capacity as such without the consent of the Swingline Lender.
Appears in 1 contract
Samples: Credit Agreement (Nordion Inc.)
