Charter and Charter Guarantee Sample Clauses

Charter and Charter Guarantee. If: (a) the Charter or the Charter Guarantee is for any reason (other than for an Event of Owner’s Default as defined in the Charter) and by any method terminated, repudiated or rescinded; or (b) the Charter ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder); (c) the Charter Guarantee ceases to be in full force and effect (other than through expiry by lapse of time or fulfilment of all obligations thereunder) unless the PGN L/C remains in full force and effect and such Charter Guarantee is replaced with a valid, binding and enforceable replacement Charter Guarantee within twenty (20) Business Days of it ceasing to be in full force and effect; or (d) a payment of the Termination Fee is made or is payable, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date falling five (5) Business Days after the giving of such notice (or thirty (30) Business Days of the occurrence of any event described in paragraphs (a) to (d) above if such event results in, or will following the issue of a termination notice result in, a Termination Fee being payable in accordance with the Charter and such Termination Fee is, or will be, sufficient to repay all Secured Obligations in full, or such later date as may be approved in advance by the Majority Lenders) cancel the Total Commitments of all Facilities. The Borrower shall on the date such cancellation takes effect (or if earlier the date the Termination Fee is paid): (i) prepay the Loans in full; and (ii) if a Letter of Credit is outstanding, immediately provide cash cover by crediting to the XX Xxxx Collateral Account such amount that ensures the balance on the XX Xxxx Collateral Account is equal to the LC Amount, whereupon the Total Commitments of all Facilities shall be reduced to zero, and pay any Hedging Debt then due in full in accordance with the terms of the Hedging Contracts and the Finance Parties agree that following a notice under this clause the Borrower may take such actions as are necessary to terminate the Charter and shall promptly provide their confirmation of any consent or approval of such termination required pursuant to any Finance Document and reasonably requested by the Borrower.
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Related to Charter and Charter Guarantee

  • 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.

  • Charter Documents Cause or permit any amendments to its Certificate of Incorporation or Bylaws;

  • 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 Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. (b) The Bylaws of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. (c) The trustees and officers of the Acquired Fund immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law, the charter of the Surviving Corporation or the Bylaws of the Surviving Corporation.

  • Memorandum and Articles of Association The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of Association.

  • Charter Provisions Each Seller Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Seller Entity or restrict or impair the ability of Buyer or any of its Subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of any Seller Entity that may be directly or indirectly acquired or controlled by them.

  • 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.

  • Charter Amendment The Company shall have filed the Charter Amendment with the Secretary of State of the State of Delaware, and such Charter Amendment shall be effective.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

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