Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts Sample Clauses

Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. (a) The Company shall not, and shall not permit any Subsidiary to, without the prior written consent of the Purchaser, (i) enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of the Company (other than revocable proxies in connection with meetings of shareholders of the Company) or its Subsidiaries, except as contemplated by this Agreement or any Related Agreement; (ii) refinance, renew, replace, restructure or exchange any Existing Indebtedness (other than Existing Indebtedness incurred by a Special Purpose Entity in connection with any Securitization Transaction); or (iii) amend, supplement or otherwise modify, or waive, any term or provision of any agreement, instrument or other document evidencing or governing any Indebtedness of the Company or any of its Subsidiaries (including the RISRS Indenture, the PENS Indenture, any Stanwich Debt Documents or any other Subordinated Agreements). (b) The Company shall not, and shall not permit any Subsidiary to, cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of the Company thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any Related Agreement.
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Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. The Company shall not, and shall not permit any other Company Party or any of its or their Subsidiaries to: (a) enter into any voting agreement, voting trust, irrevocable proxy or other agreement limiting or otherwise affecting the voting rights of the Capital Stock of any Company Party (other than the Investor Rights Agreement); (b) extend, refinance, renew, replace, restructure, exchange or refund any Indebtedness; provided, however, that the Company may at any time refinance the principal balance of all Senior Indebtedness then outstanding and owing to the Senior Lender, up to the maximum amount of such principal balance, with a bank or similar financial institution pursuant to then-existing “market” terms and conditions for a “formula-based,” “asset-based” revolving credit facility, provided that (i) the maximum principal amount of such credit facility shall not be greater than $17,000,000, (ii) the interest rate that would be charged under such credit facility would not be materially greater than the highest rate that historically was charged under the “asset-based” portion of the UBOC Credit Agreement, and (iii) after giving effect to such refinancing, the terms of subordination which would apply to the Indebtedness evidenced by the Notes would be no less favorable to the Purchaser than those existing at such time under the Intercreditor Agreement; (c) (i) amend, supplement, restate or otherwise modify any agreement, instrument or other document evidencing any Indebtedness (other than the Senior Credit Documents in connection with a refinancing of Senior Indebtedness owing thereunder or as permitted by the Intercreditor Agreement), or request a waiver of any term or provision contained therein; or (ii) subject to the proviso set forth in Section 9.10(b), amend, supplement or otherwise modify any Senior Credit Document in connection with any refinancing, renewal, replacement, restructuring, exchange or refunding of any Senior Indebtedness owing thereunder; (d) cancel or terminate (or consent to or accept any cancellation or termination of) any Material Contract, including any agreement, instrument or other document evidencing any Indebtedness (but expressly excluding the Senior Credit Documents), amend or otherwise modify any Material Contract (other than the Senior Credit Documents) or give any consent, waiver or approval thereunder, waive any breach of or default under any such Material Contract, or take any action in connection with any such Materi...
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Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. No Company Party shall, without the prior written consent of the Purchaser: (a) Enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of the Capital Stock of any Company Party, except for, in the case of the Company, the Investor Rights Agreement; (b) Amend, supplement, modify, refinance, renew, replace or restructure any Other Debt Document, or waive any term or provision contained therein, except for any Refinancing Indebtedness; or (c) Cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of any Company Party thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any other Investment Document, other than cancellations, terminations, amendments, modifications, consents, waivers or approvals of or under any Material Contract by any Company Party in the ordinary course of business that would not, individually or in the aggregate, have a Material Adverse Effect.
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Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. The Company Parties shall not: (a) Enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of the Capital Stock of any Company Party, except for, in the case of the Parent, the Investor Rights Agreement; or (b) Amend, supplement, modify, refinance, renew, replace or restructure any Other Debt Document (except, with respect to the Bank Credit Documents, as permitted under the Intercreditor Agreement), or waive any term or provision contained therein if the resulting amendment, supplement, modification, refinancing, renewal, replacement, restructure or waiver is materially disadvantageous to the Purchaser, as reasonably determined by Purchaser.
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Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. The Company Parties shall not, and shall not permit any Subsidiary to, without the prior written consent of the Purchaser: (a) Enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of the Capital Stock of any Company Party, except for, in the case of Parent, the Investor Rights Agreement;
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Related to Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Existing Indebtedness; Future Liens (a) Except as described therein, as of June 30, 2013, Schedule 6.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries (including a description of the obligors and obligees, principal amount outstanding, available financing and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. (b) Except as disclosed in Schedule 6.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien, or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien, not permitted by Section 11.7. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 6.15.

  • Amendments to Existing Credit Agreement Effective on (and subject to the occurrence of) the Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

  • Indebtedness and Liens Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender.

  • Other Indebtedness and Agreements (a) Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which the Second Lien Term Loan or any subordinated Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to Holdings, the Borrower, any of the Subsidiaries or the Lenders; provided that the Second Lien Term Loan Documents may be amended in accordance with the Intercreditor Agreement, or (ii) any waiver, supplement, modification or amendment of its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders in any material respect. (i) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes any Indebtedness (other than the Loans), other than in respect of Indebtedness under the Second Lien Term Loan Agreement, with Declined Proceeds applied in accordance with the mandatory prepayment provisions of the Second Lien Term Loan Agreement as contemplated by Section 2.13(h), or in the case of Declined Proceeds that are retained by the Borrower after having been declined by (x) the Lenders pursuant to Section 2.13(f) and (y) the lenders under the Second Lien Term Loan Agreement pursuant to the mandatory prepayment provisions thereof, with such Declined Proceeds in accordance with the voluntary prepayment provisions of the Second Lien Term Loan Agreement, or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities (other than the Second Lien Term Loans).

  • Additional Agreements of the Parties The parties hereby further agree that, from and after the Closing:

  • Contracts Affecting Capital There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated by reference as required.

  • Amendments to the Existing Credit Agreement Upon, and subject to, the satisfaction or waiver in accordance with Section 9.02 of the Existing Credit Agreement of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby amended as follows: (a) The following new definition is included in Section 1.01 of the Existing Credit Agreement in the proper alphabetical order as follows:

  • Credit Agreements Schedule II is a complete and correct list, as of the date of this Agreement, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Company or any of its Material Subsidiaries the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $150,000,000 and the aggregate principal or face amount outstanding or which may become outstanding under each such arrangement is correctly described in Schedule II.

  • Existing Debt Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all Existing Debt, showing as of the date hereof the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

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