AMENDMENTS TO THE FACILITIES AGREEMENT Sample Clauses

AMENDMENTS TO THE FACILITIES AGREEMENT. With effect from and including the date of your acceptance of the amendments in this Letter by way of countersigning this Letter (the "Effective Date"), the Facility Agent (acting on behalf of itself and each of the Finance Parties and upon instructions from the Arrangers) and the Company hereby agree to make the following amendments to the Facilities Agreement: (a) paragraph (e)(ii) in Clause 22.18 (The Acquisition) shall be amended to read as follows: "the acceptance threshold for the Offer is at least 50.1 per cent. (or such lower percentage agreed between the Company and the Arrangers);"; and (b) paragraph (e)(iii) in Clause 22.18 (The Acquisition) shall be amended to read as follows: "the Offeror does not declare the Offer unconditional as to acceptances until it has received acceptances in respect of Target Shares such that following the acquisition of those Target Shares it would hold: (A) not less than 50.1 per cent. in nominal value of the Target Shares to which the Offer relates (or such lower percentage agreed between the Company and the Arrangers); and (B) in a case where the Target Shares to which the Offer relates are voting shares, not less than 50.1 per cent. of the voting rights carried by those Target Shares (or such lower percentage agreed between the Company and the Arrangers), in each case including shares which are unconditionally allotted or issued after the date of this Agreement and before the date on which the Offer is declared unconditional as to acceptances;".
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AMENDMENTS TO THE FACILITIES AGREEMENT. Clause 1.1
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AMENDMENTS TO THE FACILITIES AGREEMENT. Clause 11.3(b)(i) (Change of Control) shall be amended from (and including) the date hereof: (a) by adding the following words and expressions in the end of paragraph (E): ", provided however that a Change of Control will not occur in the event that a third party being neither the Parent nor any of its Subsidiaries makes the Change of Control Offer as defined in the High Yield Documents and purchases all High Yield Notes tendered under the conditions set forth in Section 4.19, and in particular paragraph (g), of the High Yield Trust Deed;" (b) by adding the following words and expressions in the end of the last paragraph: "and if a Change of Control is triggered by the occurrence under the High Yield Documents of a Change of Control as defined in the High Yield Documents referred to in paragraph (E) above, the date of such Change of Control shall be the date the Parent or any of its Subsidiaries makes the Change of Control Offer under the High Yield Documents or purchases all or part of the High Yield Notes."
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AMENDMENTS TO THE FACILITIES AGREEMENT. Subject to clause 4 below, with effect on and from the date on which the Parent countersigns this letter (the "Amendment Effective Date"), the Agent (acting on behalf of all the Lenders), confirms that the Facilities Agreement shall be amended as follows: (a) (i) paragraphs (c) and (d) of the definition of “Certain Funds Period” in Clause 1.1 (Definitions); and
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AMENDMENTS TO THE FACILITIES AGREEMENT. (a) The definition of “QS Finance” appearing in Clause 1.1 (Definitions) of the Facilities Agreement is hereby amended by deleting the words “QS Finance S.A.” appearing therein and inserting the words “QS Finance Luxembourg S.A.” in lieu thereof. (b) The definition of “XX Xxxxx” appearing in Clause 1.1 (Definitions) of the Facilities Agreement is hereby amended by deleting the words “Société Générale” appearing therein and inserting the words “Société Générale Bank & Trust” in lieu thereof. (c) Clause 1.1 (Definitions) of the Facilities Agreement is hereby further amended by deleting the definitions of “SG Financing Documents”, “SG Forward Financing Documents”, “Transaction Documents” and “Transaction Security Documents” and inserting the following definitions in lieu thereof (in their proper alphabetical order):
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AMENDMENTS TO THE FACILITIES AGREEMENT. 2.1 The parties to this amendment agreement hereby agree for themselves and for their successors, transferees and assigns pursuant to the Facilities Agreement that the Facilities Agreement shall be amended as follows with effect from the Date of Effect (as such term is defined in Clause 3 below). (a) The definition of "Financial Year" in Clause 1.1 (Definitions) shall read as follows:
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AMENDMENTS TO THE FACILITIES AGREEMENT. 2.1 With effect from the Effective Date, the Facilities Agreement shall be amended and restated so that the following amendments are made: (a) the definition of "ACQUISITION FACILITY AVAILABILITY PERIOD" shall be replaced in full as follows:
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AMENDMENTS TO THE FACILITIES AGREEMENT. AND THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT The following amendments to the Facilities Agreement and the Amended and Restated Note Purchase Agreement shall take effect on and from the Commencement Date, subject to the terms and conditions of this Agreement.
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AMENDMENTS TO THE FACILITIES AGREEMENT. Clause 1.1 (Definitions) of the Facilities Agreement shall be amended by:
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Related to AMENDMENTS TO THE FACILITIES AGREEMENT

  • Amendments to the Credit Agreement (a) Section 1.01 of the Credit Agreement, Definitions, is hereby amended by adding the following definitions in the appropriate alphabetical order:

  • Amendments to Loan Documents Upon any such assignment, the Borrower and the Guarantors shall, upon the request of the Agent, enter into such documents as may be reasonably required by the Agent to modify the Loan Documents to reflect such assignment.

  • Amendments to the Loan Agreement The Loan Agreement is hereby amended as follows:

  • Amendments to Obligations The Trust shall regularly consult with each of FIIOC and FSC regarding their respective performance of their obligations. In connection therewith, the Trust shall submit to each of FIIOC or FSC, as applicable, at a reasonable time in advance of filing with the SEC copies of any amended or supplemented registration statements (including exhibits) under the Securities Act of 1933, as amended, and the 1940 Act, a reasonable time in advance of their proposed use, copies of any amended or supplemented forms relating to any plan, program or service offered by the Trust. Any change in such material which would require any change in the obligations of FIIOC or FSC, as applicable, hereunder shall be subject to approval by FIIOC or FSC, as applicable, which shall not be unreasonably withheld.

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Amendments to Loan Agreement The Loan Agreement is hereby amended as follows:

  • AMENDMENTS TO THE CONTRACT This Contract shall not be altered, amended, or modified by oral representation made before or after the execution of this Contract. All amendments or changes of any kind must be in writing, executed by all Parties.

  • Amendments to Financing Agreement Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Financing Agreement shall be amended as follows: (a) Section 1.01 of the Financing Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

  • Amendments to Security Documents Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding (x) any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under Section 2.08(e), (y) any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and (z) the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, (i) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the Obligors from their respective obligations under the Security Documents and (ii) except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, (1) release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required Lenders or the required number or percentage of Lenders have consented (and such Lien shall be released automatically (A) to the extent provided in Section 10.03 of the Guarantee and Security Agreement and (B) to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or becomes an Excluded Asset or an Immaterial Subsidiary in accordance with this Agreement or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements), so long as immediately after giving effect to any such release under this clause (2) and any Concurrent Transactions, (A) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Adjusted Gross Borrowing Base immediately after giving effect to such release is at least 110% of the Covered Debt Amount and (C) no Event of Default has occurred and is continuing.

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