Restrictions on Amendment Sample Clauses

Restrictions on Amendment. Each Hedging Counterparty agrees that, except with the prior written consent of the Intercreditor Agent, no amendment may be made to a Hedging Agreement to an extent which would result in: 22.4.1 any payment under that Hedging Agreement being required to be made by the Company on any date other than the dates originally provided for in that Hedging Agreement; or 22.4.2 the Company becoming liable to make an additional payment under any Hedging Agreement which liability does not arise from the original provisions of that Hedging Agreement; or 22.4.3 the Company becoming liable to make any payment under that Hedging Agreement in any currency other than in the currency provided for under the original provisions of that Hedging Agreement.
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Restrictions on Amendment. None of the Parties to this Agreement (including, for greater certainty, the Trust and the Trustees) will propose or vote for or cause any amendment, modification or change to the following provisions of the Declaration of Trust or the articles of incorporation and by-laws of New Fording: (a) the definitions of "Independent Director" or "Independent Trustee"; (b) any qualification to act as a Director or Trustee or as Chair or Chief Executive Officer; and (c) sections 3.8 (Special Approval Matters), 3.9 (Restrictions on Trustees' Powers), 8.2 (Audit Committee), 8.3 (Governance Committee) and 8.4 (Additional Committees) of the Declaration of Trust and the equivalent sections in the articles of incorporation and by-laws of New Fording; without the prior written approval of the Trust, New Fording (in the case of changes to the articles of incorporation and by-laws of New Fording) and all other Persons who are parties to a Governance Agreement which is then outstanding.
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Restrictions on Amendment. 9 4.1 Restrictions on Amendment......................................9
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Restrictions on Amendment. Notwithstanding anything provided in the Covenants to the contrary, so long as Developer owns any Lot in the Property no amendment shall be effective unless Developer consents in writing to any such amendment. The consent of Developer to any such proposed amendment may be withheld in the sole discretion of Developer with or without any reason.
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Restrictions on Amendment. If the Transaction described in Section 9.12(b) does not close pursuant to its terms, the provisions of this Amendment other than subsection (b) of Section 9.12 as amended by Article XII of this Amendment may be amended at any time. Subject to the following sentence, no provision of the Plan as amended by the Second Amendment to the Plan dated November 14, 1995, may be amended by action of the Corporation except to the extent necessary to comply with changes to the Internal Revenue Code of 1986, the Employee Retirement Income Security Act of 1974 or any rules or regulations issued pursuant thereto and the Participant rights to distribution and the rights to sell stock to the Employer shall be considered as non-terminable rights protected under the provisions of the Plan that relate to non-terminable rights applicable after the plan ceases to be an Employee Stock Ownership Plan. Notwithstanding the foregoing and subject to applicable law, the provisions of this Plan as amended by this Amendment other than Articles I, VI, VII, IX, XIII and XIV can be amended by the Employer with the unanimous consent of the Administrative Committee at any time after December 31, 2000." ARTICLE XV The provisions of this amendment (other than Articles XII and XIV of this Amendment) shall become effective upon the closing date of the Transaction described in Section 9.12(b). The provisions of Articles XII and XIV of this Amendment shall be effective November 14, 1995. ARTICLE XVI Except as amended above, the Employer hereby readopts, reaffirms and redeclares each and every provision of the Plan.
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Restrictions on Amendment. Purchaser hereby agrees that it ------------------------- will not, without the consent of the Holder, (a) decrease the price at which the Purchaser will accept Convertible Notes pursuant to the terms of the Amended Offer, (b) offer any form of consideration other than cash for the Convertible Notes, (c) decrease the maximum principal amount of Convertible Notes sought in the Offer or (d) amend the conditions to the Offer from the conditions established in the Offer to Purchase of Purchaser dated October 1, 2001, as heretofore waived.
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Restrictions on Amendment. The provisions of Section 10 and Section 11 are for the benefit of each Administrative Agent and the holders from time to time of Guarantor Senior Obligations and the Senior Obligations, and each Administrative Agent and such holders of Guarantor Senior Obligations and Senior Obligations are third party beneficiaries hereof. Without the prior written consent of each Administrative Agent (which consent may be granted or withheld by such Administrative Agent in its sole and absolute discretion), the Noteholders and the Company shall not (and the Company shall not permit any of the Company's Subsidiaries to), amend or otherwise change the terms of this Agreement, any Notes, any Subsidiary Guarantee, any Obligations of any Credit Party, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to (i) increase the interest rate on the Notes (other than to the extent that such additional interest is payable solely through the issuance of additional Notes in a principal amount equal to the amount of such additional interest), (ii) change (to earlier dates) any dates upon which payments of principal, premium, fees or interest are due on the Notes, (iii) change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), (iv) change the redemption, prepayment, repurchase, conversion or defeasance provisions thereof, (v) change the standstill or subordination provisions set forth in the Notes, the Subsidiary Guarantees or in Sections 10 and 11 hereof (or any defined terms used in the Notes, the Subsidiary Guarantees or said Sections), or change or amend this Section (or any defined terms used in this Section), (vi) require or result in any Credit Party or any of their Subsidiaries or Affiliates granting any pledge, security interest or other Lien on any of their property or assets (including the stock of the Company) to secure any of the Subordinated Indebtedness, (vii) change, amend or add any financial covenant, other material covenant, or event of default in any Purchase Document in a manner that would be more restrictive on any Credit Party than any comparable covenant then in effect under the Credit Agreements or the Motorola Distributor Documents, or (viii) increase materially the Obligations of any Credit Party or to confer any additional rights on the holders of such Subordinated Ind...
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Related to Restrictions on Amendment

  • Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).

  • Restrictions on Assignment Unless otherwise provided in a cooperative’s articles or bylaws, a would-be contributor’s rights under a contribution rights agreement shall not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.

  • Restrictions on Resale The Awardee agrees not to sell any Shares at a time when Applicable Laws, Company policies, or an agreement between the Company and its underwriters prohibit a sale. This restriction shall apply as long as the Awardee is a Service Provider and for such period after the Awardee's Termination of Service as the Administrator may specify.

  • Restrictions on Assignments (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

  • Terms and Conditions on Any Consent Any consent or approval that the LHIN may grant under this Agreement is subject to such terms and conditions as the LHIN may reasonably require.

  • Restrictions on Lobbying The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Restrictions on Future Agreements Grantor agrees that, until the Liabilities shall have been paid and satisfied in full and all of the Financing Agreements shall have been terminated, Grantor shall not, without the prior written consent of Agent, sell or assign its interest in any Trademark or enter into any other agreement with respect to any Trademark which would affect the validity or enforcement of the rights transferred to Agent under this Security Agreement.

  • Restrictions on Holders Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

  • Restrictions on Resales The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

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