Restriction on amendments and waivers Sample Clauses

Restriction on amendments and waivers. SFA guarantee) of the Intercreditor Agreement, all Lenders have consented to the resignation of that Guarantor or the Borrower has confirmed in the Resignation Letter that the Guarantor is not a Material Company and after such resignation the Group will still be in compliance with the requirements of Clause 23.32 (Guarantors).
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Restriction on amendments and waivers. Senior Liabilities), the Senior Facility Creditors may amend or waive the terms of the Senior Finance Documents in accordance with their terms (and subject to any consent required under them) at any time.
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Restriction on amendments and waivers. SFA guarantee) of the Intercreditor Agreement, either (A) all Lenders have consented to the resignation of that Guarantor as Guarantor or (B) such Guarantor is not the Parent, WXAT BVI or any Material Company falling within any of paragraphs (c), (d), (e) and (f) of the definition of “Material Company” and after such resignation the Borrower and the Group will still be in compliance with the requirements of Clause 23.30 (Guarantors) (and the Borrower has confirmed that this is the case in such Resignation Letter), and (in each case under (i), (ii) or (iii)) no Default under Clause 24.1 (Non-payment) or Event of Default is continuing.
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Restriction on amendments and waivers. Shared Guarantee 22 Without prejudice to Clause 11 (Distressed Disposals and Appropriation), the Senior Facility Creditors may not: 22 (a) amend or waive the terms of the Senior Finance Documents if the amendment or waiver: 22 (b) consent to the resignation of a member of the Group which has granted any Shared Guarantee (other than by approving the disposal of such a member of the Group under the Senior Facility Agreement) unless each Hedge Counterparty has: 22 3.4 Designation of Senior Finance Documents 22
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Restriction on amendments and waivers. SFA guarantee (a) amend or waive the terms of the Finance Documents if the amendment or waiver: (i) would have the effect of changing, or relates to, the nature or scope of the guarantee and indemnity granted under Clause 23 (Guarantee and Indemnity) of the Facilities Agreement unless expressly envisaged by, or permitted in accordance with, the original form of a Finance Document; or (ii) relates to the release of any guarantee and indemnity granted under Clause 23 (Guarantee and Indemnity) of the Facilities Agreement unless expressly envisaged by the original form of a Finance Document or relating to a sale or disposal of an asset which is a Non-Distressed Disposal, unless the prior consent of the Hedge Counterparties is obtained (such consent not to be unreasonably withheld or delayed); or (b) consent to the resignation of a member of the Group which has granted a guarantee and indemnity under Clause 23 (Guarantee and Indemnity) of the Facilities Agreement (other than by approving the disposal of such member of the Group under the paragraph (a)(i) of Clause 31.3 (Resignation of a Guarantor) of the Facilities Agreement) unless each Hedge Counterparty has: (i) notified the Security Agent that no payment is due to it from that member of the Group under that Clause (such notification not to be unreasonably withheld or delayed by each Hedge Counterparty); or (ii) agreed to that consent being given (such consent not to be unreasonably withheld or delayed).
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Restriction on amendments and waivers. SFA guarantee) of the Intercreditor Agreement, all Lenders have consented to the resignation of that Guarantor.
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Restriction on amendments and waivers. SFA guarantee‌ Without prejudice to Clause 12 (Distressed Disposals And Appropriation), the Senior Facility Creditors may not: (a) amend or waive the terms of the Finance Documents if the amendment or waiver: (i) would have the effect of changing, or relates to, the nature or scope of the guarantee and indemnity granted under clause 22 (Guarantee and Indemnity) of the Facilities Agreement unless expressly envisaged by the original form of the Facilities Agreement; or (ii) relates to the release of any guarantee and indemnity granted under clause 22 (Guarantee and Indemnity) of the Facilities Agreement unless expressly envisaged by, or permitted in accordance with, the original form of a Finance Document or relating to a sale or disposal of an asset which is a Non- Distressed Disposal, unless the prior consent of the Hedge Counterparties is obtained; or (b) consent to the resignation of a member of the Group which has granted a guarantee and indemnity under clause 22 (Guarantee and Indemnity) of the Facilities Agreement unless each Hedge Counterparty has: (i) notified the Security Agent that no payment is due to it from that member of the Group under that clause; or (ii) agreed to that consent being given.
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Restriction on amendments and waivers. Senior Liabilities) (a “Margin Increase”); and 112(b) any Refinancing Yield Increase, an effect which, when aggregated with:
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Related to Restriction on amendments and waivers

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment. (b) Prior to submitting a Special Amendment for Registry Operator Approval, ICANN shall first consult in good faith with the Working Group regarding the form and substance of such Special Amendment. The duration of such consultation shall be reasonably determined by ICANN based on the substance of the Special Amendment. Following such consultation, ICANN may propose the adoption of a Special Amendment by publicly posting such amendment on its website for no less than thirty (30) calendar days (the “Posting Period”) and providing notice of such proposed amendment to the Applicable Registry Operators in accordance with Section 7.9. ICANN will consider the public comments submitted on a Special Amendment during the Posting Period (including comments submitted by the Applicable Registry Operators). (c) If, within one hundred eighty (180) calendar days following the expiration of the Posting Period (the “Approval Period”), the ICANN Board of Directors approves a Special Amendment (which may be in a form different than submitted for public comment, but must address the subject matter of the Special Amendment posted for public comment, as modified to reflect and/or address input from the Working Group and public comments), ICANN shall provide notice of, and submit, such Special Amendment for approval or disapproval by the Applicable Registry Operators. If, during the sixty (60) calendar day period following the date ICANN provides such notice to the Applicable Registry Operators, such Special Amendment receives Registry Operator Approval, such Special Amendment shall be deemed approved (an “Approved Amendment”) by the Applicable Registry Operators, and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Approved Amendment to Registry Operator (the “Amendment Effective Date”). In the event that a Special Amendment does not receive Registry Operator Approval, the Special Amendment shall be deemed not approved by the Applicable Registry Operators (a “Rejected Amendment”). A Rejected Amendment will have no effect on the terms and conditions of this Agreement, except as set forth below. (d) If the ICANN Board of Directors reasonably determines that a Rejected Amendment falls within the subject matter categories set forth in Section 1.2 of Specification 1, the ICANN Board of Directors may adopt a resolution (the date such resolution is adopted is referred to herein as the “Resolution Adoption Date”) requesting an Issue Report (as such term is defined in ICANN’s Bylaws) by the Generic Names Supporting Organization (the “GNSO”) regarding the substance of such Rejected Amendment. The policy development process undertaken by the GNSO pursuant to such requested Issue Report is referred to herein as a “PDP.” If such PDP results in a Final Report supported by a GNSO Supermajority (as defined in ICANN’s Bylaws) that either (i) recommends adoption of the Rejected Amendment as Consensus Policy or (ii) recommends against adoption of the Rejected Amendment as Consensus Policy, and, in the case of (i) above, the Board adopts such Consensus Policy, Registry Operator shall comply with its obligations pursuant to Section 2.2 of this Agreement. In either case, ICANN will abandon the Rejected Amendment and it will have no effect on the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of this Section 7.6(d), the ICANN Board of Directors shall not be required to initiate a PDP with respect to a Rejected Amendment if, at any time in the twelve (12) month period preceding the submission of such Rejected Amendment for Registry Operator Approval pursuant to Section 7.6(c), the subject matter of such Rejected Amendment was the subject of a concluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation. (e) If (a) a Rejected Amendment does not fall within the subject matter categories set forth in Section 1.2 of Specification 1, (b) the subject matter of a Rejected Amendment was, at any time in the twelve (12) month period preceding the submission of such Rejected Amendment for Registry Operator Approval pursuant to Section 7.6(c), the subject of a concluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation, or (c) a PDP does not result in a Final Report supported by a GNSO Supermajority that either (A) recommends adoption of the Rejected Amendment as Consensus Policy or (B) recommends against adoption of the Rejected Amendment as Consensus Policy (or such PDP has otherwise been abandoned or terminated for any reason), then, in any such case, such Rejected Amendment may still be adopted and become effective in the manner described below. In order for the Rejected Amendment to be adopted, the following requirements must be satisfied: (i) the subject matter of the Rejected Amendment must be within the scope of ICANN’s mission and consistent with a balanced application of its core values (as described in ICANN’s Bylaws); (ii) the Rejected Amendment must be justified by a Substantial and Compelling Reason in the Public Interest, must be likely to promote such interest, taking into account competing public and private interests that are likely to be affected by the Rejected Amendment, and must be narrowly tailored and no broader than reasonably necessary to address such Substantial and Compelling Reason in the Public Interest; (iii) to the extent the Rejected Amendment prohibits or requires conduct or activities, imposes material costs on the Applicable Registry Operators, and/or materially reduces public access to domain name services, the Rejected Amendment must be the least restrictive means reasonably available to address the Substantial and Compelling Reason in the Public Interest; (iv) the ICANN Board of Directors must submit the Rejected Amendment, along with a written explanation of the reasoning related to its determination that the Rejected Amendment meets the requirements set out in subclauses (i) through (iii) above, for public comment for a period of no less than thirty (30) calendar days; and (v) following such public comment period, the ICANN Board of Directors must (a) engage in consultation (or direct ICANN management to engage in consultation) with the Working Group, subject matter experts, members of the GNSO, relevant advisory committees and other interested stakeholders with respect to such Rejected Amendment for a period of no less than sixty (60) calendar days; and (b) following such consultation, reapprove the Rejected Amendment (which may be in a form different than submitted for Registry Operator Approval, but must address the subject matter of the Rejected Amendment, as modified to reflect and/or address input from the Working Group and public comments) by the affirmative vote of at least two-­‐thirds of the members of the ICANN Board of Directors eligible to vote on such matter, taking into account any ICANN policy affecting such eligibility, including ICANN’s Conflict of Interest Policy (a “Board Amendment”). Such Board Amendment shall, subject to Section 7.6(f), be deemed an Approved Amendment, and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Board Amendment to Registry Operator (which effective date shall be deemed the Amendment Effective Date hereunder). Notwithstanding the foregoing, a Board Amendment may not amend the registry fees charged by ICANN hereunder, or amend this Section 7.6. (f) Notwithstanding the provisions of Section 7.6(e), a Board Amendment shall not be deemed an Approved Amendment if, during the thirty (30) calendar day period following the approval by the ICANN Board of Directors of the Board Amendment, the Working Group, on the behalf of the Applicable Registry Operators, submits to the ICANN Board of Directors an alternative to the Board Amendment (an “Alternative Amendment”) that meets the following requirements: (i) sets forth the precise text proposed by the Working Group to amend this Agreement in lieu of the Board Amendment; (ii) addresses the Substantial and Compelling Reason in the Public Interest identified by the ICANN Board of Directors as the justification for the Board Amendment; and (iii) compared to the Board Amendment is: (a) more narrowly tailored to address such Substantial and Compelling Reason in the Public Interest, and (b) to the extent the Alternative Amendment prohibits or requires conduct or activities, imposes material costs on Affected Registry Operators, or materially reduces access to domain name services, is a less restrictive means to address the Substantial and Compelling Reason in the Public Interest. Any proposed amendment that does not meet the requirements of subclauses (i) through

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