Amendment Event Sample Clauses

Amendment Event. If an Amendment Event (as defined below) occurs, MLI shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and, notwithstanding anything to the contrary herein, no payments shall be required under this Agreement in connection with such Amendment Event.
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Amendment Event. If an Amendment Event (as defined below) occurs, Dealer shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and, notwithstanding anything to the contrary herein, no payments shall be required under this Agreement in connection with such Amendment Event.
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Amendment Event. If an Amendment Event (as defined below) occurs, the Transaction shall terminate in its entirety and, notwithstanding anything to the contrary herein, no payments shall be required hereunder in connection with the Additional Termination Event arising as a result of such Amendment Event.
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Amendment Event. If an Amendment Event (as defined below) occurs, GS&Co. shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement with respect to the Transaction only and, notwithstanding anything to the contrary herein, no payments shall be required hereunder in connection with such Amendment Event.
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Amendment Event. If an Amendment Event (as defined below) occurs, Wachovia shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and, notwithstanding anything to the contrary herein, no payments shall be required under this Agreement in connection with such Amendment Event.
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Amendment Event. Notwithstanding anything to the contrary in this Confirmation, if an Amendment Event has occurred, the Calculation Agent shall determine whether such occurrence has had or will have a material economic effect on the Transaction and, if so, shall, adjust the Cap Price to preserve the fair value of the Options to Dealer (taking into account, for the avoidance of doubt, such economic effect on both the Strike Price and Cap Price); provided that in no event shall the Cap Price be less than the Strike Price.. If the Calculation Agent determines that no adjustment that it can make pursuant to the immediately preceding sentence will produce a commercially reasonable result (including after giving effect to the proviso thereof), it shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 8.01(I) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum, (y) pursuant to Section 5.09 of the Indenture or (z) pursuant to Section 8.01(J) of the Indenture that, as determined by the Calculation Agent, cures any ambiguity, omission, defect or inconsistency in the Indenture or in the Notes in a manner that does not adversely affect any Holder in any material respect), in each case, without the consent of Dealer.
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Amendment Event. Notwithstanding anything to the contrary herein, each Amendment Event (as defined below), if any, shall be disregarded for the purposes of determining the obligations of the parties hereunder, including the obligations of MLI to deliver Shares and/or cash. Accordingly, references to the “Note Indenture” herein shall be deemed to exclude any amendments to the Note Indenture that would have the effect of altering the obligations of the parties hereunder.
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Amendment Event. Notwithstanding anything to the contrary herein, each Amendment Event (as defined below), if any, shall be disregarded for the purposes of determining the obligations of the parties hereunder, including the obligations of JPM to deliver Shares and/or cash. Accordingly, references to the “Note Indenture” herein shall be deemed to exclude any amendments to the Note Indenture that would have the effect of altering the obligations of the parties hereunder.
Sample 1

Related to Amendment Event

  • Amendment, Etc No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

  • Amendment Effective Date This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

  • Effective Date of Amendment This Amendment shall be deemed effective as of the date first written above, as if executed on such date.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $15,000,000 and (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 29, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Request for Issuance, Amendment, Renewal, Extension; Certain Conditions To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) a LC Request to the applicable Issuing Bank and the Administrative Agent not later than 1:00 p.m. on the third Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is reasonably acceptable to the applicable Issuing Bank). A request for an initial issuance of a Letter of Credit shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder and (vii) such other matters as the applicable Issuing Bank may reasonably require. A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank (w) the Letter of Credit to be amended, renewed or extended; (x) the proposed date of amendment, renewal or extension thereof (which shall be a Business Day), (y) the nature of the proposed amendment, renewal or extension, and (z) such other matters as the applicable Issuing Bank may reasonably require. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application substantially on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant (solely in the case of (w) and (x) that)), after giving effect to such issuance, amendment, renewal or extension (A) the aggregate LC Exposure shall not exceed $25,000,000, (B) the total Revolving Exposures shall not exceed the total Revolving Commitments, (C) the aggregate LC Exposure with respect to Letters of Credit issued by such Issuing Bank shall not exceed the LC Sublimit of such Issuing Bank, (D) the Revolving Exposure of such Issuing Bank does not exceed its Revolving Commitments and (E) if a Defaulting Lender exists, either such Revolving Lender or the Borrower has entered into arrangements satisfactory to the Administrative Agent and the Issuing Banks to eliminate any Fronting Exposure associated with such Lender.

  • Waiver; Amendment; Termination (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Stockholders (including FP) holding at least 50% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification.

  • Amendment of the Rights Agreement Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • Waiver; Amendment; Modification The waiver by Company of a term or provision of this Agreement, or of a breach of any provision of this Agreement by me, shall not be effective unless such waiver is in writing signed by Company. No waiver by Company of, or consent by Company to, a breach by me, will constitute a waiver of, consent to or excuse of any other or subsequent breach by me. This Agreement may be amended or modified only with the written consent of both me and Company. No oral waiver, amendment or modification shall be effective under any circumstances whatsoever.

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