Amendments or Waivers of Certain Documents. (a) The Issuer shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify their respective Organizational Documents, in each case in a manner that is materially adverse to the Purchasers (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Required Purchasers; provided that, for purposes of clarity, it is understood and agreed that the Issuer and/or any Subsidiary Guarantor may effect a change to its organizational form and/or consummate any other transaction that is permitted under Section 6.07. (b) Except as may be required in accordance with any applicable Requirement of Law, the Issuer shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement, in any case, in a manner that (i) is materially adverse to the business of the Issuer and its subsidiaries, taken as a whole, or (ii) is materially adverse to the interests of the Purchasers in their respective capacities as such; provided that it is understood and agreed for the avoidance of doubt that (A) any amendment, modification or other change to the management or other similar fee owing under any Management Services Agreement made in the reasonable business judgment of the relevant Note Party, (B) any amendment, modification or change to any interest rate or repayment and/or prepayment provision in any Practice Loan Agreement and/or (C) any amendment, modification or change to any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement made in the ordinary course of business shall not, in each case, be restricted by this Section 6.11(b)(ii). (c) [Reserved]. (d) The Issuer shall not permit any amendment or modification to the Series A Certificate of Designation in a manner that is materially adverse to the Purchasers (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Required Purchasers. It is understood and agreed that the amendments to the Series A Certificate of Designation made on the Closing Date in connection with the Transactions is not prohibited by this clause (d).
Appears in 3 contracts
Samples: Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.), Note Purchase Agreement (ATI Physical Therapy, Inc.)
Amendments or Waivers of Certain Documents. (a) The Issuer Borrower shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify their respective Organizational Documents, in each case in a manner that is materially adverse to the Purchasers Lenders (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Required PurchasersAdministrative Agent and the Lender Representative; provided that, for purposes of clarity, it is understood and agreed that the Issuer Borrower and/or any Subsidiary Guarantor may effect a change to its organizational form and/or consummate any other transaction that is permitted under Section 6.07.
(b) Except as may be required in accordance with any applicable Requirement of Law, the Issuer Borrower shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement, in any case, in a manner that (i) is materially adverse to the business of the Issuer Borrower and its subsidiaries, taken as a whole, or (ii) is materially adverse to the interests of the Purchasers Lenders in their respective capacities as such; provided that it is understood and agreed for the avoidance of doubt that (A) any amendment, modification or other change to the management or other similar fee owing under any Management Services Agreement made in the reasonable business judgment of the relevant Note Loan Party, (B) any amendment, modification or change to any interest rate or repayment and/or prepayment provision in any Practice Loan Agreement and/or (C) any amendment, modification or change to any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement made in the ordinary course of business shall not, in each case, be restricted by this Section 6.11(b)(ii).
(c) [Reserved].
(d) The Issuer Borrower shall not permit any amendment or modification to any of the Series A Certificate Preferred Shares CertificateCertificates of Designation in a manner that is materially adverse to the Purchasers Lenders (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Required PurchasersAdministrative Agent and the Lender Representative. It is understood and agreed that the amendments amendment to the Series A Certificate of Designation made on the Closing Date Second Amendment Effective Date, in connection with the Transactions is form delivered pursuant to Section 6(e) of the Second Amendment, does not prohibited by violate this clause (dSection 6.11(c).
Appears in 2 contracts
Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)
Amendments or Waivers of Certain Documents. (a) The Issuer Borrower shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify their respective Organizational Documents, in each case in a manner that is materially adverse to the Purchasers Lenders (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Required PurchasersAdministrative Agent; provided that, for purposes of clarity, it is understood and agreed that the Issuer Borrower and/or any Subsidiary Guarantor may effect a change to its organizational form and/or consummate any other transaction that is permitted under Section 6.07.
(b) Except as may be required in accordance with any applicable Requirement of Law, the Issuer Borrower shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement, in any case, in a manner that (i) is materially adverse to the business of the Issuer Borrower and its subsidiaries, taken as a whole, or (ii) is materially adverse to the interests of the Purchasers Lenders in their respective capacities as such; provided that it is understood and agreed for the avoidance of doubt that (A) any amendment, modification or other change to the management or other similar fee owing under any Management Services Agreement made in the reasonable business judgment of the relevant Note Loan Party, (B) any amendment, modification or change to any interest rate or repayment and/or prepayment provision in any Practice Loan Agreement and/or (C) any amendment, modification or change to any Management Services Agreement, Therapy Director Agreement, any Securities Transfer Restriction Agreement and/or any Practice Loan Agreement made in the ordinary course of business shall not, in each case, be restricted by this Section 6.11(b)(ii).
(c) [Reserved].
(d) The Issuer shall not permit any amendment or modification to the Series A Certificate of Designation in a manner that is materially adverse to the Purchasers (in their capacities as such), taken as a whole, without obtaining the prior written consent of the Required Purchasers. It is understood and agreed that the amendments to the Series A Certificate of Designation made on the Closing Date in connection with the Transactions is not prohibited by this clause (d).
Appears in 1 contract
Samples: First Lien Credit Agreement (ATI Physical Therapy, Inc.)