Common use of Modifications of Organizational Documents Clause in Contracts

Modifications of Organizational Documents. (a) The Company shall not, and shall not permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its articles of incorporation, declaration of trust, partnership agreement, certificate of formation, operating agreement, by-laws or other organizational documents without the prior written consent of the Administrative Agent if such amendment, supplement, restatement or other modification (i) is adverse to the interests of the Administrative Agent, the Issuing Banks or the Lenders in any material respect or (ii) could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Company may adopt the Restated Company Operating Agreement; provided that substantially concurrently with the adoption thereof, the Company shall (i) deliver or cause to be delivered a copy thereof duly certified by the Secretary or Assistant Secretary of the Company and (ii) to the extent requested by the Administrative Agent, deliver or cause to be delivered an opinion of counsel to the Company, addressed to the Administrative Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent. (b) The Company shall not, and shall not permit, (i) the Parent to reorganize under the laws of a foreign jurisdiction that is not the United States of America, a State thereof or the District of Columbia, (ii) any Parent Entity (other than the Parent) or the Company to convert, invert, reconstitute its organizational form or otherwise reorganize as a Foreign Subsidiary or (iii) any Subsidiary Borrower to convert, invert, reconstitute its organizational form or otherwise reorganize as a Foreign Subsidiary organized under the laws of a jurisdiction other than the jurisdiction of such Subsidiary Borrower’s formation as of the date such Subsidiary Borrower became a Subsidiary Borrower hereunder.

Modifications of Organizational Documents. (a) The Company shall not, and shall not permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its articles of incorporation, declaration of trust, partnership agreement, certificate of formation, operating agreement, by-laws or other organizational documents without the prior written consent of the Administrative Agent if such amendment, supplement, restatement or other modification (i) is adverse to the interests of the Administrative Agent, the Issuing Banks Agent or the Lenders in any material respect or (ii) could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Company may adopt the Restated Company Operating Agreement; provided that substantially concurrently with the adoption thereof, the Company shall (i) deliver or cause to be delivered a copy thereof duly certified by the Secretary or Assistant Secretary of the Company and (ii) to the extent requested by the Administrative Agent, deliver or cause to be delivered an opinion of counsel to the Company, addressed to the Administrative Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent. (b) The Company shall not, and shall not permit, (i) the Parent to reorganize under the laws of a foreign jurisdiction that is not the United States of America, a State thereof or the District of Columbia, (ii) any Parent Entity (other than the Parent) or the Company to convert, invert, reconstitute its organizational form or otherwise reorganize as a Foreign Subsidiary or (iii) any Subsidiary Borrower to convert, invert, reconstitute its organizational form or otherwise reorganize as a Foreign Subsidiary organized under the laws of a jurisdiction other than the jurisdiction of such Subsidiary Borrower’s formation as of the date such Subsidiary Borrower became a Subsidiary Borrower hereunder.

Modifications of Organizational Documents. (a) The Company shall not, and shall not permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify its articles of incorporation, declaration of trust, partnership agreement, certificate of formation, operating agreement, by-laws or other organizational documents without the prior written consent of the Administrative Agent if such amendment, supplement, restatement or other modification (i) is adverse to the interests of the Administrative Agent, the Issuing Banks or the Lenders in any material respect or (ii) could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, the Company may adopt the Restated Company Operating Agreement; provided that substantially concurrently with the adoption thereof, the Company shall (i) deliver or cause to be delivered a copy thereof duly certified by the Secretary or Assistant Secretary of the Company and (ii) to the extent requested by the Administrative Agent, deliver or cause to be delivered an opinion of counsel to the Company, addressed to the Administrative Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent. (b) The Company shall not, and shall not permit, (i) the Parent to reorganize under the laws of a foreign jurisdiction that is not the United States of America, a State thereof or the District of Columbia, (ii) any Parent Entity (other than the Parent) or the Company to convert, invert, reconstitute its organizational form or otherwise reorganize as a Foreign Subsidiary or (iii) any Subsidiary Borrower to convert, invert, reconstitute its organizational form or otherwise reorganize as a Foreign Subsidiary organized under the laws of a jurisdiction other than the jurisdiction of such Subsidiary Borrower’s formation as of the date such Subsidiary Borrower became a Subsidiary Borrower hereunder.