Approval of Non-Material Amendments Sample Clauses

Approval of Non-Material Amendments. The Issuer and the Fiscal Agent may, without the vote or consent of any holder of Securities, amend this Agreement or the Securities of a Series for the purpose of (A) adding to the covenants of the Issuer for the benefit of the holders of the Securities, (B) surrendering any right or power conferred upon the Issuer, (C) securing the Securities pursuant to the requirements of the Securities or otherwise, (D) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (E) amending this Agreement or the Securities of such Series in any manner which the Issuer and the Fiscal Agent may determine shall not be inconsistent with the Securities of such Series and shall not adversely affect the interest of any holder of Securities.
Sample 1
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Approval of Non-Material Amendments. The Republic and the Fiscal Agent may, without the vote or consent of any holder of Debt Securities, amend this Agreement or the Debt Securities for the purpose of (A) adding to the Republic’s covenants for the benefit of the holders of Debt Securities, (B) waiving any right or power conferred upon the Republic, (C) providing security or collateral for the Debt Securities, (D) curing any ambiguity or curing, correcting or supplementing any defective provision in the Debt Securities or this Agreement, (E) amending this Agreement or any of the Debt Securities in any manner which the Republic and the Fiscal Agent may determine and which is not inconsistent with the Debt Securities and does not in the opinion of the Republic adversely affect the interest of any holder of Debt Securities, (F) correcting in the opinion of the Republic a manifest error of a formal, minor or technical nature, or (G) complying with mandatory provisions of law or any other modification provided that such modification is not in the opinion of the Republic materially prejudicial to the interests of the holders of Debt Securities. In executing any amendment permitted by this paragraph (d) of this Section 10, the Fiscal Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of the Republic, at the Republic’s expense, stating that the execution of such amendment is authorized or permitted by this Agreement, that such amendment does not adversely affect in any material respect the interests of the holders of the Debt Securities, and that such amendment constitutes the legal, valid and binding obligation of the Republic enforceable in accordance with its terms and subject to customary exceptions. The Fiscal Agent may, but shall not be obligated to, enter into any such amendment which affects the Fiscal Agent’s own rights, duties or immunities under this Agreement or otherwise.
Sample 1
Approval of Non-Material Amendments. Portugal and the Fiscal Agent may, by agreement between themselves, without the vote or consent of any holder of Securities, Amend this Agreement or the Securities of a Series for the purpose of (A) adding to the covenants of Portugal for the benefit of the holders of the Securities, (B) surrendering any right or power conferred upon Portugal, (C) securing the Securities pursuant to the requirements of the Securities or otherwise, (D) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (E) amending this Agreement or the Securities of such Series in any manner which Portugal and the Fiscal Agent may determine shall not be inconsistent with the Securities of such Series and shall not adversely affect the interest of any holder of Securities in any material respect. In executing any supplemental agreement permitted by this Section, the Fiscal Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of Portugal, at Portugal’s expense, stating that the execution of such supplemental agreement is authorized or permitted by this Agreement, and that such supplemental agreement constitutes the legal, valid and binding obligation of Portugal enforceable in accordance with its terms and subject to customary exceptions. The Fiscal Agent may, but shall not be obliged to, enter into any such supplemental agreement which affects the Fiscal Agent’s own rights, duties or immunities under this Agreement or otherwise.
Sample 1

Related to Approval of Non-Material Amendments

  • Effect of non-approval of proposals Notwithstanding that under subclause (1) any proposals of the Company are approved by the Minister or determined by arbitration award, unless each and every such proposal and matter is so approved or determined by 31 October 1992 or by such extended date or period if any as the Company shall be granted pursuant to the provisions of this Agreement then the Minister may give to the Company 12 months notice of intention to determine this Agreement and unless before the expiration of the said 12 months period all the detailed proposals and matters are so approved or determined this Agreement shall cease and determine subject however to the provisions of Clause 35.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • 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.

  • Approval of Documentation The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

  • Approval of Holders Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Approval of Listing At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

  • Notice and Effect of Material Events The Company will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries which (i) make any statement in the Final Offering Memorandum (as amended or supplemented) false or misleading or (ii) are not disclosed in the Final Offering Memorandum (as amended or supplemented). In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading.

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