Modifications to Governing Documents Clause Samples
The "Modifications to Governing Documents" clause establishes the procedures and requirements for making changes to a company's foundational documents, such as its bylaws, articles of incorporation, or operating agreements. Typically, this clause outlines who has the authority to propose amendments, the approval thresholds needed (such as a majority or supermajority vote of directors or shareholders), and any notice requirements for meetings where changes will be considered. Its core practical function is to ensure that any alterations to the organization's key rules are made transparently and with appropriate consent, thereby maintaining organizational stability and protecting the interests of stakeholders.
Modifications to Governing Documents. The Borrower shall not, and shall not permit any other Obligor or any Subsidiary of the Borrower or any other Obligor to enter into any amendment or modification of any Governing Document of the Borrower, such Subsidiary, or such Obligor which would have a Material Adverse Effect without the Agent’s prior written consent.
Modifications to Governing Documents. Agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any Loan Party Obligor's Governing Documents, except for such amendments or other modifications required by applicable law or that are not materially adverse to Lender and then, only to the extent such amendments or other modifications are fully disclosed in writing to Agent no less than five (5) Business Days prior to being effectuated; provided, that any change to any jurisdiction of organization, or entering into any transaction which has the effect of changing any jurisdiction of organization, shall be made in compliance with Section 7.8.
Modifications to Governing Documents. Aytu shall not, and shall not permit any of its Subsidiaries to, agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any Loan Party Obligor’s Organizational Documents, except for (A) amendments pursuant to the Merger Agreement in connection with the consummation of the Aytu Merger and (B) such amendments or other modifications required by Applicable Law or that are not materially adverse to any Secured Party, and then, with respect to any such amendments or modifications relating to the Organizational Documents of any Borrower Loan Party, only to the extent such amendments or other modifications are fully disclosed in writing to the Secured Parties no less than five (5) Business Days prior to being effectuated; provided, that any change to any jurisdiction of organization, or entering into any transaction which has the effect of changing any jurisdiction of organization, shall be made in compliance with Section 3.1(cc).
Modifications to Governing Documents. Agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of any Loan Party's Governing Documents, except for such amendments or other modifications required by applicable law or that are not materially adverse to the Lenders; provided, that any change to any jurisdiction of organization, or entering into any transaction which has the effect of changing any jurisdiction of organization, shall be made in compliance with Section 7.8.
Modifications to Governing Documents. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, amend, supplement, restate or otherwise modify or waive the application of any provision of its Governing Documents if such amendment, supplement, restatement or other modification would have a Material Adverse Effect or would result in a Default or Event of Default under any Loan Document.
Modifications to Governing Documents. 77 ARTICLE X......... Default.......................................................................................................... 77
Modifications to Governing Documents. The Governing ------------------------------------ Documents of Mortgagor shall not be amended, modified or supplemented in any respect so as to (x) materially change the provisions thereof governing control over the business, management and operations of Mortgagor, or (y) impose disproportionate or preferential allocations, distributions or returns for the benefit of any Constituent Party of Mortgagor, without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, delayed or conditioned, provided that, within twenty (20) days of Mortgagee's receipt of written notice from Mortgagor as to any such proposed modification, Mortgagee shall respond in writing to Mortgagor as to whether such proposed modification is acceptable to Mortgagee and if not, setting forth Mortgagee's objections thereto. Notwithstanding the foregoing, Mortgagor shall have the right, upon prior written notice to Mortgagee but without the necessity of obtaining Mortgagee's consent, to make modifications to the Governing Documents of Mortgagor in order to specifically reflect the occurrence of any of the Transfers permitted in Section 5 of this Agreement.
Modifications to Governing Documents. On or before the Trigger Date, the Plan shall modify its articles of incorporation, bylaws, and all other applicable governing documents (collectively "Charter Documents") to:
(a) Provide that no investor may own 5% or more of its stock; and
(b) Reallocate the three classes of Plan board members according to the schedule attached hereto as Exhibit A and adopt appropriate amendments to the Charter Documents to reflect this commitment to reconfigure the Plan Board so that each class consists of as equal a number of directors as possible.
Modifications to Governing Documents. The Borrower shall not, and shall not permit any other Obligor or any Subsidiary of Borrower or any other Obligor to enter into any amendment or modification of any Governing Document of Borrower, such Subsidiary, or such Obligor which would have a Material Adverse Effect; provided that Borrower shall not permit any Subsidiary of Borrower which is a “guarantor” under the Mezzanine Loan Agreement to amend or modify its Governing Documents without the prior written consent of Agent, such consent not to be unreasonably withheld or delayed.