Common use of Notice of Corporate and other Changes Clause in Contracts

Notice of Corporate and other Changes. Borrower shall provide prompt written notice of (1) any change after the Closing Date in the authorized and issued Stock of any Credit Party (other than the issuance of Stock by Holdings to Sponsor or otherwise in an aggregate value not exceeding $1,000,000 together with options for up to 2.50% of the fully diluted ownership of Holdings issued to any officers, directors or employees of any Credit Party) or any amendment to their articles or certificate of incorporation, by-laws, partnership agreement or other organizational documents, (2) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable, and (3) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 3 of this Agreement or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Accuro Healthcare Solutions, Inc.), Credit Agreement (Accuro Healthcare Solutions, Inc.)

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Notice of Corporate and other Changes. Borrower Representative shall provide prompt written notice of (1) all jurisdictions in which a Credit Party becomes qualified after the Closing Date to transact business in which Inventory having a value of $100,000 or more is located, (2) any change after the Closing Date in the authorized and issued Stock of any Credit Party (other than the issuance of Stock by Holdings to Sponsor or otherwise in an aggregate value not exceeding $1,000,000 together with options for up to 2.50% of the fully diluted ownership of Holdings issued to any officers, directors or employees Subsidiary of any Credit Party) Party or any amendment to their articles or certificate of incorporation, by-laws, partnership agreement or other organizational documents, (23) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable, and (34) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 3 5 of this Agreement or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Golfsmith International Holdings Inc), Credit Agreement (Golfsmith International Holdings Inc)

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