No Amendment to Parent Group Contracts Sample Clauses

No Amendment to Parent Group Contracts. Without the Company’s prior written consent, (i) Parent and Merger Sub shall not, and shall cause the members of the Parent Group not to, enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract in a manner that would (A) result, directly or indirectly, in any of the Rollover Shares ceasing to be treated as Excluded Shares, (B) individually or in the aggregate, prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions or (C) prevent or materially impair the ability of any management member, director or shareholder of the Company, or any of their respective Affiliates, with respect to any Acquisition Proposal, taking any of the actions described in Section 6.04 to the extent such actions are permitted to be taken by the Company thereunder, and (ii) Parent and the members of the Parent Group, shall not enter into or modify any Contract, other than any GS Purchase Agreement, pursuant to which any management members, directors or shareholders of the Company, or any of their respective Affiliates receives any consideration or other economic value from any Person in connection with the Transactions that is not provided in the Parent Group Contracts as of the date hereof, including any carried interest, share option, share appreciation right or other forms of equity or quasi-equity right. Within two (2) Business Days after the execution thereof, Parent and Merger Sub shall provide the Company with a copy of any Contract relating to the Transactions or any GS Purchase Agreement that is entered into after the date hereof and to which a member of the Parent Group is a party. Parent and Merger Sub agree that any action by any member of the Parent Group who is not a party to this Agreement that would constitute a breach of this Section 6.15 if such member of the Parent Group were a party to this Agreement for the purposes of this Section 6.15 shall be deemed to be a breach of this Section 6.15. The Company hereby consents to the termination or amendment and restatement, as applicable, of the Original Parent Group Contracts concurrently with the execution of this Agreement and the Parent Group Contracts.
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No Amendment to Parent Group Contracts. Parent and Merger Sub shall not, and shall cause its respective Affiliates not to, (a) amend, modify, withdraw, waive or terminate any Parent Group Contract or (b) enter into or modify any other Contract directly relating to the Transactions, in each case of (a) and (b in a manner that would individually or in the aggregate, prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and other Transactions, in each case without the prior written consent of the Special Committee (acting on behalf of the Company).
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No Amendment to Parent Group Contracts. Without the Company’s prior written consent, Parent and Merger Sub shall not enter into any Contract or amend, modify, withdraw or terminate any Parent Group Contract or waive any rights thereunder, in each case, in a manner that would (i) result in a decrease in the number of the Rollover Shares of the Rollover Shareholders, other than as provided in the Support Agreement, or (ii) individually or in the aggregate, prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other Transactions or (iii) be adverse to the rights of the Company to enforce certain terms thereof as a third party beneficiary.
Sample 1

Related to No Amendment to Parent Group Contracts

  • No Amendment Except in Writing This license may not be amended except in a writing signed by both parties (or, in the case of publisher, by CCC on publisher's behalf).

  • No Amendment to Charter 3.26.1 Prior to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its amended and restated certificate of incorporation without the prior approval of its Board of Directors and the affirmative vote of at least a majority of the voting power of the outstanding shares of Common Stock. 3.26.2 The Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries of this Section 3.26. 3.26.3 The Representative and the Company specifically agree that this Section 3.26 shall not be modified or amended in any way without the approval of at least a majority of the voting power of the outstanding shares of Common Stock.

  • No Amendment or Waiver No provision of a Receivable has been waived, altered or modified in any respect, except pursuant to a document, instrument or writing included in the Receivable Files and no such amendment, waiver, alteration or modification causes such Receivable not to conform to the other warranties contained in this Section.

  • AGREEMENT TO MODIFY CONTRACT The parties hereto agree to modify the Contract identified in Block 1, above, as described in Block 10, below, pursuant to the terms and conditions of the Contract. Except as modified herein, all other provisions of the Contract (including, but not limited to, price, delivery, and completion date) remain unchanged.

  • No Amendments The Servicer shall not extend or otherwise amend the terms of any Receivable, except in accordance with Section 4.2; and

  • No Amendment Each such Receivable has not been amended or otherwise modified such that the number of originally scheduled due dates has been increased or such that the Amount Financed has been increased.

  • Amendment, Supplement or Waiver Section 901.

  • Amendment to Material Documents The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify or waive any of its rights under (a) its certificate of incorporation, bylaws or other organizational documents or (b) any Material Agreements, in each case in any manner that is materially adverse to the interests of the Lenders or the Administrative Agent.

  • Amendment or Modification This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

  • No Additional Agreements The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

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