Amendment of Constitutional Documents Sample Clauses

Amendment of Constitutional Documents. The Restated Articles shall have been duly adopted by the Company by all necessary corporate action of its Board of Directors and its shareholders.
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Amendment of Constitutional Documents. No Shareholder shall change or cause or permit any change to the Borrower’s legal form or amend or modify any of the Borrower’s Constitutional Documents in any manner which would materially and adversely affect the Senior Lenders’ rights or remedies under the Finance Documents without the prior written consent of the Global Administrative Agent (acting on the instructions of the Required Lenders). No Shareholder shall amend, modify, terminate or enter into any shareholders’ agreement in respect of the Equity Interests in the Borrower in any way that could contravene or conflict with in any respect, or result in any breach or constitute any default under, the Transaction Documents.
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Amendment of Constitutional Documents. The Borrower shall not amend its articles of incorporation if such amendment has or would reasonably be expected to have a Material Adverse Effect, except as required by Applicable Law.
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Amendment of Constitutional Documents. AND SHARES (a) Each member of the Group granting Security over Shares (the "PLEDGOR") in another Group company shall not without the prior written consent of the Security Trustee (such consent not to be unreasonably delayed or withheld) vote in favour of, and undertakes to procure that the Group company whose Shares it has granted Security over (the "PLEDGEE") shall not without the prior written consent of the Security Trustee pass a resolution whereby: (i) the constitutional documents of the Pledgee would otherwise be changed as regards the Pledgee's capital structure in a way which would adversely affect the Security Trustee's or the Secured Parties' rights under the relevant Security Document; (ii) subject to Clause 24.13 (Dividends), the Pledgee would materially change its policy with respect to dividends (unless such change is required in order to comply with any applicable law or regulation); (iii) where applicable, the objects clause of the Pledgee contained in its current constitutional documents would be amended; (iv) the relevant Shares would be modified or altered in a way which would adversely affect the Security Trustee's or the Secured Parties' rights under the relevant Security Documents; and (v) any term of the relevant Security Document and/or this Agreement would be violated.
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Amendment of Constitutional Documents. The KKR Partnership and the Purchasers and their Permitted Transferees agree to exercise their respective voting rights attached to Ordinary Shares held by them, and to do all such other acts and things as may be within their control, so as to ensure that any resolution proposed by the Board of Holdings to amend the memorandum or articles of association of Holdings so as to make (a) Holdings suitable for or to facilitate a Listing, or otherwise to prepare Holdings for Listing or a Public Offering (including, without limitation, a resolution to re-register Holdings as a public limited company) or (b) the memorandum and articles of Holdings and the Company consistent with the terms and provisions of this Agreement is duly passed. In the event of any inconsistency between any express term of this Agreement and any express term of the articles and the memorandum of association of Holdings and the Company, the terms of this Agreement shall govern.
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Amendment of Constitutional Documents. The Borrower shall not agree to or permit any amendment to, variation or waiver in a material manner of any of the terms or conditions, or scope, of its constitutional documents (or propose any resolution for any such amendment, variation or waiver) save as may be required by Applicable Law or to effect the Merger.
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Amendment of Constitutional Documents. No Credit Net Obligor shall, without prior approval from the Agent (not to be unreasonably withheld or delayed except that the Agent shall have an absolute right to withhold approval in the case of any amendments affecting the rights attaching to the Deferred Shares), amend, terminate or give any waiver or consent under any of its constitutional documents which might be material to the interests of the Finance Parties under the Finance Documents.
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Amendment of Constitutional Documents any Constitutional Document of any Security Party shall be amended, revoked or rescinded in any material way without the prior written consent of the Creditors; or
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Related to Amendment of Constitutional Documents

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Amendment of Bidding Documents 10.1 Before the deadline for submission of bids, the Employer may modify the bidding documents by issuing addenda. 10.2 Any addendum thus issued shall be part of the bidding documents and shall be communicated in writing or by cable to all the purchasers of the bidding documents. Prospective bidders shall acknowledge receipt of each addendum by cable to the Employer. 10.3 To give prospective bidders reasonable time in which to take an addendum into account in preparing their bids, the Employer shall extend as necessary the deadline for submission of bids, in accordance with Sub-Clause 20.2 below.

  • Execution of Additional Documents Each party hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

  • 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.

  • Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than UPC Financing) and the partnership agreement of UPC Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. (b) An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce.

  • Amendment of Material Documents No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

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