Amendments to constitution. A Transaction Party must not amend its memorandum and articles of association, articles of incorporation, articles of organization, by-laws, constitution, operating agreement, or other constating documents (as applicable) without the Agent’s prior written consent, which consent must not be unreasonably withheld or delayed.
Amendments to constitution. Subject to clause 4.4 and to the extent legally possible, each Shareholder shall vote their Shares and exercise all powers and rights available to it to seek the amendment of the Constitution to the extent necessary to give effect to the provisions of this agreement.
Amendments to constitution procure that no amendment or supplement is made to its memorandum or articles of association without the prior written consent of the Lender except those amendment or supplement which would not be reasonably expected to cause a Material Adverse Effect;
Amendments to constitution. Alterations to this Constitution MUST receive the assent of two-thirds of the members present or voting by proxy, post or electronic means at an AGM or an SGM. The Secretary of the Group must receive any resolutions to modify the Constitution at least twenty-one (21) days before the meeting at which the resolution is to be brought forward. At least fourteen (14) days’ notice of such a meeting must then be given by the Secretary to the membership and must include a clear indication of the alteration(s) proposed.
Amendments to constitution. (a) A Transaction Party must not (and must ensure that any of its Subsidiaries (other than any Dormant Subsidiary) does not) amend its constitution or any other constituent document of it or shareholders agreement relating to it, or the terms of issue of any redeemable preference shares in it, or allow them to be amended:
(1) in the case of a constitution of an Australian Transaction Party to remove or qualify or affect the operation in any way of:
(A) a provision of the type referred to in section 187 of the Corporations Act; or
(B) a provision which provides that the directors may not refuse to register a share transfer effected by a holder of an Encumbrance on enforcement of an Encumbrance over those shares; or
(2) in any other way which would, or would be reasonably likely to, be prejudicial to the position of any Mezzanine Finance Party.
(b) Sizzler International Marks, Inc. and Sizzler Asia Holdings, Inc. may be converted into Delaware limited liability companies, and Sizzler New Zealand Limited, Sizzler South East Asia, Inc. and Sizzler Restaurant Services, Inc. may be converted into Nevada limited liability companies if, and only if:
(1) the Mezzanine Agent is given 5 Business Days notice of the conversion;
(2) the documentation for the conversion and the organisational and operating documentation for the Entities the subject of the conversion are in a form and substance reasonably satisfactory to the Mezzanine Agent; and
(3) the Entity the subject of the conversion executes and delivers or causes to be executed and delivered such agreements, instruments, legal opinions, certificates and other documents relating to the conversion and limited liability company as the Mezzanine Agent reasonably requests.
Amendments to constitution. 13.1 Any proposal to amend this constitution may be considered at any meeting of the Joint Committee, provided at least 21 days notice of the proposed amendment has been given in writing to the Joint Secretaries.
Amendments to constitution procure that no deletion, amendment or supplement is made to the articles of associations or other constitutive documents of each of the Co-borrowers in any material aspects without the prior written consent of the Lenders, except as may be required by applicable laws;
Amendments to constitution. Change the country of incorporation of the Company. Amend or repeal the Constitution or adopt a new Constitution.
Amendments to constitution. The Constitution may be varied provided that such variations are agreed and endorsed by the Board and recorded as such in the minutes.
Amendments to constitution. For the entire duration of this deed, the Constitution shall be and shall remain in accordance with the provisions of this deed (as may be amended from time to time) to the maximum extent permitted by applicable law.
