Charter Documents Cause or permit any amendments to its Certificate of Incorporation or Bylaws;
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.
Certified Copies of Charter Documents Each of the Banks shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.
Charter Documents and Corporate Records 16 SECTION 3.6
Constituent Documents Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).
Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.
Amendments of Organization Documents Amend any of its Organization Documents in a manner materially adverse to the Lenders.
Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.
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.
Accuracy of Incorporated Documents The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
