Restriction on Amendments Sample Clauses

Restriction on Amendments. Prior to amending (or causing or permitting to be amended), modifying or waiving any of the provisions of the Constituent Documents of any Borrower Party that the Borrower reasonably believes constitutes a Material Amendment, Borrower will deliver a written notice (the “Proposed Modification Notice”) to the Administrative Agent (which Proposed Modification Notice may be delivered by electronic mail) setting forth the specific details of the proposed amendment, modification and/or waiver (each, a “Proposed Modification”). Administrative Agent shall determine, in its sole discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such Proposed Modification is a Material Amendment, and shall use reasonable efforts to notify Borrower of its determination within five (5) Business Days of the date on which it is deemed to have received the Proposed Modification Notice pursuant to Section 9.01. If Administrative Agent determines that the Proposed Modification is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 9.02(b)), and Administrative Agent shall promptly notify the Lenders of the Proposed Modification Notice, distributing, as appropriate, the Proposed Modification and any other relevant information provided by Borrower. If Administrative Agent shall request such approval of any Lender to such Proposed Modification, and not receive such approval or denial thereof in writing within ten (10) Business Days of the making of such request by Administrative Agent, as the case may be, such Lender shall be deemed to have given its approval to the request. If Administrative Agent determines that the Proposed Modification is not a Material Amendment, Borrower may make or permit to be made such amendment without the consent of the Administrative Agent or the Lenders. The Borrower’s failure to obtain the approval of the Required Lenders and Administrative Agent (or the approval of all Lenders if required consistent with the terms of Section 9.02(b)) for any Material Amendment that is entered into shall constitute a breach of this Section 6.03(b). Regardless of whether any such modification requires approval hereunder, all executed modifications of Constituent Documents shall be promptly sent to the Administrative Agent after the execution thereof.
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Restriction on Amendments. The Noteholders shall not, without the consent of the requisite voting majority of the Series A Holders under the Series A Note Documents and the requisite voting majority of the Series B Holders under the Series B Note Documents, amend or modify Note Documents to: (a) shorten the final maturity of, or require any scheduled payment of, principal or require additional mandatory payments of principal (but nothing in this paragraph restricts acceleration of obligations as a remedy for default); (b) increase interest rates (except by application of default interest provided for in the Note Documents as in effect on the date hereof); (c) add a covenant or an Event of Default that would directly restrict one or more Note Parties from making payments under the Note Documents which would otherwise be permitted under the Note Documents as in effect on the date hereof; (d) add any new Event of Default or covenant under the Note Documents, or make any Event of Default or covenant more restrictive.
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Restriction on Amendments. At least twenty (20) days prior to amending (or causing or permitting to be amended), modifying or waiving any of the provisions of any of the Organizational Documents of any Credit Party in any material respect, the REIT and Borrower shall deliver a written notice (the “Proposed Modification Notice”) to Administrative Agent setting forth the specific details of the proposed amendment, modification and/or waiver (each, a “Proposed Modification”). Any Proposed Modification which will materially and adversely affect the Administrative Agent will require the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Required Lenders’ consent in their sole and absolute discretion shall be required for any Proposed Modification which would materially and adversely affect the Lenders or Administrative Agent, including a modification that would adversely affect the Collateral for the Loans or repayment of any of the Obligations. Neither Borrower nor Guarantor will change its chief executive office or place of organization unless the applicable party shall have provided Administrative Agent with thirty (30) days’ prior written notice of such change (but in any event, within the period required pursuant to the UCC) and there shall have been taken such action, reasonably satisfactory to Administrative Agent, as may be necessary to maintain the security interest in, and the Liens upon, the Collateral granted under the Security Documents at all times fully perfected, as to the Pledge, and perfected as of recording in accordance with the terms hereof, as to the Mortgages, and in full force and effect.
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Restriction on Amendments. Borrower shall not amend or modify any provision of its Organization Documents in a manner that would reasonably be expected to adversely affect the Credit Parties in any material respect.
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Restriction on Amendments. The Borrower shall not amend its Partnership Agreement or any Subscription Agreement, and the General Partner shall not amend its articles of organization or operating agreement, in any material respect, in each case without the prior written consent of the Agent and the Requisite Lenders, which shall not be unreasonably withheld or delayed, provided, however, the Agent and the Requisite Lenders may withhold such consent if the proposed modifications may limit or otherwise reduce the obligations of the Investors to make payments of Capital Contributions or would otherwise adversely affect the Collateral for the Loans.
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Restriction on Amendments. 95 10.4. Investments and Acquisitions.....................................95 10.5. Margin Regulations; Securities Laws..............................95 10.6. Reserved.........................................................96 10.7.
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Restriction on Amendments. At least twenty (20) days prior to amending (or causing or permitting to be amended), modifying or waiving any of the provisions of any of the Organizational Documents of any Credit Party in any material respect, the REIT shall deliver a written notice (the “Proposed Modification Notice”) to Administrative Agent setting forth the specific details of the proposed amendment, modification and/or waiver (each, a “Proposed Modification”). Any Proposed Modification which will materially and adversely affect the Administrative Agent or the Lenders will require the prior written consent of Administrative Agent and the Required Lenders, in their sole and absolute discretion, including a modification that would adversely affect the Collateral for the Loans or repayment of any of the Obligations. Neither Borrower nor Guarantor will change its chief executive office or place of organization unless the applicable party shall have provided Administrative Agent with thirty (30) days’ prior written notice of such change (but in any event, within the period required pursuant to the UCC) and there shall have been taken such action, reasonably satisfactory to Administrative Agent, as may be necessary to maintain the security interest in, and the Liens upon, the Collateral granted under the Security Documents at all times fully perfected, as to the Pledge, and perfected as of recording in accordance with the terms hereof, as to the Mortgages, and in full force and effect.
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Restriction on Amendments. This Agreement may not be amended or modified except by a writing executed by all of the Parties.
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Related to Restriction on Amendments

  • Certain Amendments Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as the Executive continues to receive compensation and benefits consistent with Sections 3 through 6.

  • Reliance on Amendments BISYS may rely on any amendments to or changes in any of the documents and other items to be provided by the Trust pursuant to Sections 18 and 20 of this Agreement and the Trust hereby indemnifies and holds harmless BISYS from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may result from actions or omissions on the part of BISYS in reasonable reliance upon such amendments and/or changes. Although BISYS is authorized to rely on the above-mentioned amendments to and changes in the documents and other items to be provided pursuant to Sections 18 and 20 hereof, BISYS shall be under no duty to comply with or take any action as a result of any of such amendments or changes unless the Trust first obtains BISYS' written consent to and approval of such amendments or changes.

  • Certain Amendment Requirements (a) Notwithstanding the provisions of Section 9.1 and Section 9.3, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 9.1 and Section 9.3, but subject to Section 9.2, no amendment to this Agreement may: (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c); (ii) change Section 8.1(a); (iii) change the term of the Company; or, (iv) except as set forth in ‎Section 8.1(a), give any Person the right to dissolve the Company.

  • Waivers, Amendments, etc The Secured Party's delay or failure at any time or times hereafter to require strict performance by Company of any undertakings, agreements or covenants shall not waiver, affect, or diminish any right of the Secured Party under this Agreement to demand strict compliance and performance herewith. Any waiver by the Secured Party of any Event of Default shall not waive or affect any other Event of Default, whether such Event of Default is prior or subsequent thereto and whether of the same or a different type. None of the undertakings, agreements and covenants of the Company contained in this Agreement, and no Event of Default, shall be deemed to have been waived by the Secured Party, nor may this Agreement be amended, changed or modified, unless such waiver, amendment, change or modification is evidenced by an instrument in writing specifying such waiver, amendment, change or modification and signed by the Secured Party.

  • Amendments, Etc No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

  • Governing Law; Amendments This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Xxxxx & XxXxxxxx Companies.

  • Integration; Amendments This Agreement constitutes the entire Agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. This Agreement may be amended or restated only by a written instrument executed by both parties.

  • Severability; Amendments (a) The invalidity or unenforceability of any provision of this Loan Agreement will not affect the validity or enforceability of any other provision, and all other provisions will remain in full force and effect. This Loan Agreement contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Loan Agreement. (b) This Loan Agreement may not be amended or modified except by a writing signed by the party against whom enforcement is sought.

  • Amendments Without Consent of Holders (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or “blue sky” laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

  • Restriction of Amendments to Certain Documents Not amend or otherwise modify, or waive any rights under, any Subordinated Debt Documents to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

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