Unanimity Sample Clauses
Unanimity. This Agreement shall not become valid or effective or a binding legal obligation on any party hereto until duly executed by the Purchaser, the Seller and the Company. Until such complete execution it shall constitute a continuing offer by the Purchaser which may be withdrawn at any time.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(ii) any increase of the Commitment Amount (except as permitted by Section 3.2);
(iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(iv) subject to Article 17, the requirement for delivery of, or any material waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1;
(v) any change in the nature of Advances under the Credit Facility;
(vi) any change to the provisions referred to in Sections 3.8 and 14.3(h);
(vii) any decrease in the Applicable Margins set forth in Section 4.2;
(viii) any amendment to Section 2.1, 18.5 or 20.1 or this Section 21.16(a);
(ix) any change to the definition of "Majority Lenders"; and
(x) amounts under the column titled "Adjustments in Applicable Margin" in the definition of "Applicable Sustainability Adjustment" (other than amendments or waivers which will increase the Applicable Margin); provided that any change to Section 3.9 or 18.4 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of each LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender. For greater certainty, the Borrower and the Sustainability Structuring Agent (with the consent of the Majority Lenders) may agree on any alternative SPT Metric in accordance with Section 3.10 and on any other amendment to the definition of "Applicable Sustainability Adjustment" (but not to the amounts under the column titled "Adjustments in Applicable Margin"), "SPT Metrics" or any definitions or provisions directly or indirectly related thereto unless other...
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders or the Agent under the Documents (which for certainty does not include prepayments made in accordance with Section 2.4);
(ii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders or the Agent under the Documents;
(iii) the release or discharge of, or any material amendment to, the Security, or any part thereof, unless otherwise expressly permitted or provided for in this Agreement;
(iv) any change in the nature of Advances permitted under this Agreement or any change to Sections 2.2, 2.3, 2.6, 2.7, 2.8, 2.9(a), 5.1, 6.2, and 9.2;
(v) any amendment to this Section 14.16 and Section 12.2; and
(vi) any change to the definitions of “Majority Lenders”.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders, the following waivers or amendments will require the approval, consent or agreement, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders or under any of the Documents pertaining to the Credit Facility;
(ii) any increase to the Aggregate Commitment Amount under the Credit Facilities or the limit on Swingline Borrowings;
(iii) subject to Section 4.10 and Article 17, the requirement for delivery of, or any waiver or material amendment under, or release of, any Security;
(iv) any changes to the type of Advances, any extension of the Credit Facility Maturity Date (other than in accordance with the extension mechanics in Section 2.2) or any reduction in any of the Applicable Margins;
(v) any waiver of or amendment to Section 18.4, this Section 21.16(a) or Section 22.11; and
(vi) any change to the definition of “Majority Lenders”.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(ii) any increase of the Aggregate Commitment Amount, the Tranche 1 Commitment Amount or the Tranche 2 Commitment Amount (except as permitted by Section 3.2);
(iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(iv) subject to Article 17, the requirement for delivery of, or any waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 15.1;
(v) any change in the nature of Advances under the Credit Facility or any change to the covenants referred to in Sections 3.9, 4.2, 14.3(h) and 18.4;
(vi) any amendment to Section 2.1, 18.4 or 20.1 or this Section 21.16(a); and
(vii) any change to the definition of “Majority Lenders”; provided that any change to Section 3.10 or 18.3 will also require the consent of the Swing Line Lender and the Agent, any change to Article 11 will require the consent of the LC Issuer and the Agent and any change to this Article 21 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender.
Unanimity. A decision to proceed with commercial exploitation in terms of clause 15.4 may only be taken by a unanimous decision of the members of the Management Committee present at a quorated meeting.
Unanimity. The decided value must be one of the inputs (with non-negligible probability). Σ ∈B
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval, action or agreement of all Lenders, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Obligations payable by any Loan Party to the Lenders under the Credit Facilities or under any of the Loan Documents;
(ii) the postponement of any maturity date of any Obligations of any Loan Party to any one or more of the Lenders or under any of the Loan Documents;
(iii) any decrease to the margins and fees set forth in Section 3.9;
(iv) the release or discharge of the Security, or any part thereof, unless otherwise expressly permitted or provided in this Agreement;
(v) any change in the nature of Advances; any change to the covenants referred to in Sections 3.1, 3.7, 3.10(b), 3.10(c), 6.1, 12.1(a) or 13.3;
(vi) any waiver of any Event of Default under Sections 13.1(a), 13.1(f) or 13.1(g);
(vii) any amendment to this Section 16.16(a); and
(viii) any change to the definition of “Majority Lenders”, except in any such case to the extent related to the Operating Facility, in which case only the consent, approval, action or agreement of the Operating Lender is required.
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval, action, agreement or waiver of all Lenders, the following matters will require the consent, approval, action, agreement or waiver, as the context requires, of all Lenders:
(i) the reduction or forgiveness of any Obligations payable by any Loan Party under the Credit Facilities or under any of the Documents;
(ii) the postponement or extension of any maturity date of any Obligations of any Loan Party to the Lenders or under any of the Documents;
(iii) the release or discharge of the Security, or any part thereof, or any release of any Material Subsidiary from a guarantee unless, in each case, otherwise expressly permitted or provided in this Agreement, or any change in the ranking or priority of the Security;
(iv) any change in the nature of Advances;
(v) any waiver of the Events of Default described in Sections 14.1(a), 14.1(e), 14.1(f), or 14.1(p);
(vi) any change to the covenants referred to in Sections 3.1, 3.2, 3.5, 3.7, 3.8, 3.10(a), 3.10(b), 3.10(c), 3.10(h), 3.11, 4.1, 4.2, 6.1, 6.2, 13.1(a), 13.2(g), 14.5, 14.6 and 17.4;
(vii) any decrease in the applicable margins or fees set out in Section 3.9;
(viii) any amendment to this Section 17.17(a);
(ix) any change to the definition of “Majority Lenders”, “LIBOR Period” or “Permitted Encumbrances”;
Unanimity. Notwithstanding anything herein to the contrary and without limiting in any way the context of any provision in this Agreement requiring the consent, approval or action of all Lenders under the Credit Facility, the following matters will require the approval, consent or agreement, as the context requires, of all Lenders under the Credit Facility:
(i) the reduction or forgiveness of any Indebtedness payable by the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(ii) any increase of the Commitment Amount;
(iii) the postponement of any maturity date of any Indebtedness of the Borrower to the Lenders under the Credit Facility or under any of the Documents pertaining to the Credit Facility;
(iv) subject to Article 15, the requirement for delivery of, or any material waiver or material amendment under, or release of the Guarantee Agreement other than as a result of a Restricted Subsidiary being designated as a Non-Restricted Subsidiary in accordance with Section 13.1;
(v) any change in the nature of Advances under the Credit Facility;
(vi) any change to the provisions referred to in Sections 3.9 and 12.3(h);
(vii) any decrease in the applicable margins set forth in Section 4.2;
(viii) any amendment to Section 2.1, 3.2, 16.3 or 18.1 or this Section 19.16(a); and
(ix) any change to the definition of "Majority Lenders"; provided that any change to this Article 19 will require the consent of the Agent. In addition, any change to the Individual Commitment Amount of a Lender can only be made with the consent of such Lender.