Relevant RTL Constitutional Amendments Sample Clauses

Relevant RTL Constitutional Amendments. 5.1 Each of RTL and RTP agrees with the other and RTP Shareholder SVC that any Relevant RTL Constitutional Amendment shall be submitted for approval to a separate general meeting of holders of RTP Ordinary Shares and to a general meeting of RTL shareholders at which RTP Shareholder SVC shall vote or abstain from voting in accordance with the provisions of this Clause 5. 5.2 Each of RTL and RTP agrees with the other and RTP Shareholder SVC that if a Relevant RTL Constitutional Amendment is to be considered, it shall do all such acts and things necessary to ensure that the relevant general meeting of RTL’s shareholders and separate general meeting of holders of RTP Ordinary Shares are held on the same day, or as closely in time to each other as practicable (taking into account the fact that some or all of the directors of RTP and RTL may wish to attend both meetings). 5.3 Each of RTL and RTP agrees with the other and RTP Shareholder SVC that any resolution put to such RTL general meeting and RTP separate general meeting shall be decided on by a poll in each case. 5.4 RTL agrees with RTP and RTP Shareholder SVC that any poll at a general meeting of shareholders of RTL relating to a Relevant RTL Constitutional Amendment shall be kept open for such time as to allow the separate general meeting of holders of RTP Ordinary Shares to be held and for the votes attaching to the RTL Special Voting Share (if any) to be calculated and cast on such poll, although such poll may be closed earlier in respect of shares of other classes. 5.5 RTP agrees with RTL and RTP Shareholder SVC that, in relation to each general meeting of RTL’s shareholders at which a Relevant RTL Constitutional Amendment is to be considered, RTP shall, as soon as possible after it knows how the holders of RTP Ordinary Shares voted at the separate general meeting of such holders, inform RTP Shareholder SVC and RTL by notice in accordance with Clause 18 of whether or not such equivalent resolution or resolutions were passed as Special Resolutions of the Publicly-held RTP Ordinary Shares. 5.6 In relation to every general meeting of RTL at which any Relevant RTL Constitutional Amendment is to be considered, RTP Shareholder SVC agrees with RTP and RTL to be present by its corporate representative appointed in accordance with subsection 250D(1) of the Corporations Act or by proxy or proxies, and on any resolution relating to a Relevant RTL Constitutional Amendment: (a) as soon as practicable after it has be...
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Related to Relevant RTL Constitutional Amendments

  • Additional Amendments Each notice from the Lead Borrower, on behalf of the Borrowers, pursuant to this Section 2.17 shall set forth the requested amount and proposed terms of the relevant Additional Commitment. Additional Commitments (or any portion thereof) may be made by any existing Lender or by any other bank, other financial institution or investing entity (any such bank, investing entity or other financial institution, an “Additional Lender”), in each case on terms permitted in this Section 2.17 or otherwise on terms reasonably acceptable to the Administrative Agent. No Lender shall be obligated to provide any Additional Commitments unless it so agrees. Additional Commitments shall be included under this Agreement pursuant to an amendment (an “Additional Credit Amendment”) to this Agreement and, as appropriate, the other Loan Documents, pursuant to Section 2.17(b), executed by each Borrower that is a borrower with respect to such Additional Commitments as of the Additional Credit Closing Date (as defined below), each Lender agreeing to provide such Additional Commitment, if any, each Additional Lender, if any (each such Lender or Additional Lender, an “Additional Committing Lender”), and the Administrative Agent. An Additional Credit Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.17.

  • Additional Amendment In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of this Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby.

  • Technical Amendments Notwithstanding anything to the contrary in this Section 13.7, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interests of the Lenders and the Issuing Bank. Any such amendment shall become effective without any further action or consent of any of other party to this Agreement.

  • Textual Amendments F24 Words substituted by Chevening Estate Act 1987 (c. 20, SIF 57), s. 3(1), Sch. 2 para. 2(6)(a) F25 Words substituted by Chevening Estate Act 1987 (c. 20, SIF 57), s. 3(1), Sch. 2 para. 6(2)(b) F26 Word substituted by Chevening Estate Act 1987 (c. 20, SIF 57), s. 3(1),

  • General Amendments Without the consent of the Noteholders but after notifying the Rating Agencies, the Issuer and the Indenture Trustee may, and when directed by Issuer Order will, amend this Indenture: (i) to correct or expand the description of property subject to the Lien of this Indenture, or better to assure, convey and confirm to the Indenture Trustee property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession of any other Person to the Issuer, and the assumption by the successor of the obligations of the Issuer in this Indenture and in the Notes; (iii) to add to the obligations of the Issuer, for the benefit of the Noteholders, or to surrender a right or power given to the Issuer in this Indenture; (iv) to transfer, assign, mortgage or pledge property to or with the Indenture Trustee; (v) to clarify an ambiguity, correct an error or correct or supplement a term in this Indenture inconsistent with another term in this Indenture or to add terms which are not inconsistent with the other terms of this Indenture if the action does not have a material adverse effect on the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee and to add to or change this Indenture necessary for the administration of the trusts under this Indenture by more than one trustee; or (vii) to modify, eliminate or add to the terms of this Indenture to effect the qualification of this Indenture under the TIA and to add to this Indenture other terms required by the TIA.

  • Amendments of Constitutive Documents Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws or other constitutive documents other than amendments that could not be reasonably expected to have a Material Adverse Effect.

  • Ministerial Amendments Notwithstanding the provisions of Section 12.1, the parties to this agreement may in writing, at any time and from time to time, without the approval of the Beneficiaries, amend or modify this agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the board of directors of each of SMTC Canada, SMTC Nova Scotia and SMTC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries; (b) making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada and on the advice of counsel to the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that such boards of directors shall be of the opinion that such amendments and modifications will not be prejudicial to the interests of the Beneficiaries; or (c) making such changes or corrections which, on the advice of counsel to XXXX, XXXX Xxxx Xxxxxx, XXXX Xxxxxx and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the board of directors of each of SMTC, SMTC Nova Scotia and SMTC Canada shall be of the opinion that such changes or corrections will not be prejudicial to the rights and interests of the Beneficiaries.

  • Incremental Amendment Commitments in respect of Incremental Term Loans and Incremental Revolving Loan Commitments shall become Commitments (or in the case of an Incremental Revolving Loan Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Loan Commitments as determined by the Borrower and the Lenders providing such Incremental Term Loans and Incremental Revolving Loan Commitments. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Loan Commitments, unless it so agrees.

  • Amendments, Supplements and Waivers The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section 7.05 and Article 8 of the Indenture.

  • Execution of Amendments, Supplements or Waivers The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

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