Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Parent will not, and will not permit any Subsidiary Guarantor to, amend, modify or change its Certificate of Incorporation, Certificate of Formation (including, without limitation, by the filing or modification of any certificate of designation), By-Laws, limited liability company agreement, partnership agreement (or equivalent organizational documents) or any agreement entered into by it with respect to its Equity Interests (including any Shareholders’ Agreement), or enter into any new agreement with respect to its capital stock or membership interests (or equivalent interests), other than any amendments, modifications or changes or any such new agreements which are not in any way materially adverse to the interests of the Lenders. Notwithstanding the foregoing, upon not less than 30 days prior written notice to the Administrative Agent and so long as no Default or Event of Default exists and is continuing, any Subsidiary Guarantor may change its jurisdiction of organization to another jurisdiction reasonably satisfactory to the Administrative Agent, provided that any Subsidiary Guarantor that has entered into the Security Documents or the Secondary Security Documents hereunder shall promptly take all actions reasonably deemed necessary by the Collateral Agent to preserve, protect and maintain, without interruption, the security interest and Lien of the Collateral Agent in any Collateral owned by such Subsidiary Guarantor to the satisfaction of the Collateral Agent, and such Subsidiary Guarantor shall have provided to the Administrative Agent and the Lenders such opinions of counsel as may be reasonably requested by the Administrative Agent to assure itself that the conditions of this proviso have been satisfied.
Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Borrower will not, and will not permit any of its Subsidiaries to:
(i) amend, modify or change in any way adverse to the interests of the Banks, its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws (or equivalent organizational documents), or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock which would be adverse to the interests of the Banks;
(ii) enter into any amendment, supplement or modification to the IBM Inventory Finance Facility, the Xxxxxx Receivables Purchase Facility, the DFS Inventory Finance Facility or the Xxxxxxx Xxxxx Receivables Purchase Facility other than amendments, modifications or supplements which do not involve increases in interest or pricing, acceleration of amortization, increases in collateralization, or increases in facility size, and in any event the Borrower shall provide the Banks 10 Business Days' prior written notice (together with a description) of any proposed amendment, supplement or modification regardless of whether the same would require the Banks' consent pursuant to this Section 8.14(ii);
(iii) enter into any agreement (excluding this Agreement and any other Credit Document and, with respect to the Xxxxxx Receivables and Xxxxxxx Xxxxx Receivables, the Xxxxxx Receivables Purchase Facility and the Xxxxxxx Xxxxx Receivables Purchase Facility, respectively) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired (other than assets subject to a Lien permitted under Sections 8.03(k), (l) and (n)); or
(iv) enter into, or accept obligations under, any agreement (a) prohibiting (including subjecting to any condition) the ability of the Borrower or any of its Subsidiaries to amend, supplement or otherwise modify this Agreement or any other Credit Document or (b) containing any provision that would contravene any provision of this Agreement or any other Credit Document.
Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. (a) The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend or modify its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By–Laws (or equivalent organizational documents), or any agreement entered into by it, with respect to its capital stock or enter into any new agreement with respect to its capital stock if any of the foregoing would in any way materially and adversely affect the Lenders.
(b) The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, modify or change any provision of any Tax Sharing Agreement other than any amendments, modifications and changes which (individually and in the aggregate) would not in any way materially and adversely affect the Lenders or are consented to in writing by the Required Lenders.
Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. The Company will not and will not permit any of its Subsidiaries to, and the Delaware Sub will not:
(i) amend or modify, or permit the amendment or modification of, any provision of any agreement (including, without limitation, the Shell Contract, any purchase agreement, indenture, loan agreement or security agreement) relating thereto; or
(ii) amend, modify, change or replace their respective Certificates of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws (or equivalent organizational documents) or any agreement entered into by the Company or the Delaware Sub, as applicable, with respect to the capital stock (or equivalent interests) of the Company or the Delaware Sub, as applicable, or enter into any new agreement with respect to its capital stock, other than any amendments, modifications, changes or replacements pursuant to this clause (ii) or any such new agreements pursuant to this clause (ii) which do not adversely affect in any material respect the interests of the Holders.
Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. Neither the Borrower nor Trizec will, nor will either of them permit any other Credit Party to, amend, modify or change its certificate of incorporation (including, without limitation, by the filing or modification of any certificate of designation) or by-laws (or equivalent organizational document) or any agreement entered into by it with respect to its Equity Interests, or enter into any new agreement with respect to its Equity Interests unless such amendment, modification, change or other action, either individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect or be adverse to the Lenders in any material respect.
Limitation on Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. Amend or modify in any manner, the articles or certificate of incorporation or by-laws of the Borrower that is, or would reasonably be expect to be adverse to the Lenders.
