WAIVER AND AMENDMENT REQUEST Sample Clauses

WAIVER AND AMENDMENT REQUEST. In accordance with Clause 22 (Amendments and Waivers), subject to the terms of this letter, the Issuer requests that the Trustee (acting on the instructions of the Majority Bridge Noteholders) agree that: (a) the condition to the Tranche 3 Commitment Amount Payment that the Binding Terms Milestone shall be satisfied on or before the Binding Terms Milestone Date pursuant to Clause 5.2(b)(ii) (Conditions Precedent to the Subsequent Commitment Amount Payments) of the Subscription Agreement be irrevocably and unconditionally waived; (b) pursuant to sub-paragraph (c) of clause 14.29 (Operational Milestones) of the Bridge Loan Note Facility Agreement, sub-paragraphs (b)(i) and (d)(i) of clause 14.29 (Operational Milestones) of the Bridge Loan Note Facility Agreement shall be amended so that references to “1 May 2023” shall be replaced by “10 May 2023” and the reference to “28 April 2023” shall be replaced by “9 May 2023”; (c) sub-paragraph (a)(iii) of clause 14.40 (Condition Subsequent) of the Bridge Loan Note Facility Agreement shall be amended so that the words “not later than the date falling twenty (20) Business Days following the date on which the Issuer files its Annual Report on Form 10-K for the year ended 31 December 2022 with the U.S. Securities and Exchange Commission” shall be replaced by “not later than ten (10) Business Days following the receipt by the Issuer of a written request to file such registration statement by the Majority Bridge Noteholders”; and (d) upon completion of the implementation of the Governance Changes (as defined below), the Issuer’s obligations under clause 14.36 (Corporate Governance) of the Bridge Loan Note Facility Agreement relating to the selection and appointment of each of the First Additional Independent Director and the Second and Third Additional Independent Director shall be deemed to be satisfied and for the purposes of the provisions relating to the resignation and/or replacement of New Independent Directors, the Additional Nominated Independent Director (as defined below) shall be deemed to be a New Independent Director.
Sample 1
AutoNDA by SimpleDocs
WAIVER AND AMENDMENT REQUEST. 2.1 Accordingly, in accordance with Clause 35 (Amendments and waivers) of the Squeeze-out Facility Agreement, we hereby request the consent of all of the Lenders to the amendment or (as the case may be) waiver of the following provisions of the Squeeze-out Facility Agreement: (a) the insertion in Clause 1.1 (Definitions) in alphanumerical order of the following new definitions:
Sample 1
WAIVER AND AMENDMENT REQUEST. 2.1 Accordingly, in accordance with Clause 35 (Amendments and waivers) of the Bond Bridge Facility Agreement, we hereby request the consent of all of the Lenders to the amendment or (as the case may be) waiver of the following provisions of the Bond Bridge Facility Agreement: (a) the amendment to the definition of Termination Date in Clause 1.1 (Definitions) to read as follows:
Sample 1
WAIVER AND AMENDMENT REQUEST. 2.1 Accordingly, in accordance with Clause 35 (Amendments and waivers) of the Facility Agreement, we request that you seek the consent of all the Lenders to the amendment of the following provisions of the Facility Agreement as soon as possible and in any event by no later than 5.00 p.m. on 22 April 2013: (a) Clause 25.2 (Additional Borrowers) shall be amended so that it reads: (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 20.10 ("Know your customer" checks), the Company may request that itself or any Registered office: 0 Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Registered in England and Wales, No. 7876075 of its wholly-owned Subsidiaries becomes an Additional Borrower. The Company or that Subsidiary (as applicable) shall become an Additional Borrower if: (i) in relation to any Subsidiary not incorporated in England and Wales, France, Italy, the Netherlands, Germany or the Grand Duchy of Luxembourg, all the Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld); (ii) the Company delivers to the Agent a duly completed and executed Accession Letter; (iii) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and (iv) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent). (c) Upon becoming an Additional Borrower the Company or that Subsidiary (as applicable) shall make any filings (and provide copies of such filings) as required by paragraphs (n)(ii) and (p) of Clause 13.2 (Tax gross-up) and paragraph (b) of Clause 13.7 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.”
Sample 1
WAIVER AND AMENDMENT REQUEST. The Margin applicable from the Waiver and Amendment Request Effective Date (as defined below) until the date on which the Margin Certificate is delivered to the Facility Agent for the Relevant Period ending on 30 June 2021 will be 1.00 per cent. per annum.
Sample 1

Related to WAIVER AND AMENDMENT REQUEST

  • Waiver and Amendment Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Second Amendment The Administrative Agent shall have received multiple counterparts as requested of this Second Amendment from each Lender.

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

  • Amendment and Waiver The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

  • Limited Waiver 3.1 Solely during the Waiver Period (as defined below) and not at any other time, the Lenders hereby agree to temporarily waive the Anticipated Defaults and the right to accelerate the Obligations as a result thereof. During the Waiver Period, the Anticipated Defaults shall be deemed not to have occurred or be continuing, and the Administrative Agent and the Lenders shall have no right to enforce rights or exercise remedies with respect to the Anticipated Defaults. The waivers provided pursuant to the terms of this Agreement shall automatically and without further action or notice by any party expire on the Limited Waiver Termination Date (as defined below). 3.2 No waiver provided herein shall remain in effect after the Limited Waiver Termination Date. Upon the Limited Waiver Termination Date, the Anticipated Defaults shall be deemed to be Events of Default in full force and effect, having occurred as of September 30, 2012 and continuing uninterrupted thereafter for all purposes, including, without limitation, for purposes of calculating and charging default interest under Section 2.9(c) of the Credit Agreement, and the Administrative Agent and the Lenders shall retain all of the rights and remedies related thereto. This Agreement shall not have the effect of tolling or extending any applicable cure period beyond the period that would have applied absent this Agreement. Nothing in this Agreement shall be deemed to constitute a waiver by the Administrative Agent or the Lenders of any Default, whether now existing or hereafter arising, or of any right or remedy the Administrative Agent or the Lenders may have under any of the Loan Documents or applicable law, except to the extent expressly set forth herein, nor shall the Lenders’ execution and delivery of this Agreement establish a course of dealing among the Lenders and the Borrower or in any way obligate the Lenders to hereafter provide any further waiver of any kind, to provide any further time prior to the enforcement of their rights or to provide any other financial accommodations to or on behalf of the Borrower or any other Loan Party. 3.3 Notwithstanding anything to the contrary herein, the Lenders do not now waive, nor do they agree that they will waive in the future, any further Default or Event of Default. Neither this Agreement nor any course of dealing or delay or failure of the Lenders in exercising any right, remedy, power or privilege under or in connection with any Event of Default shall affect any other or future exercise thereof or the existence of any other right, remedy, power or privilege, except to the extent expressly set forth herein; nor shall any single or partial exercise of any such right, remedy, power or privilege or any abandonment or discontinuance of the steps to enforce any such right, remedy, power or privilege (pursuant to this Agreement or otherwise) preclude any further exercise thereof or of any other right, remedy, power or privilege, except to the extent expressly set forth herein. For the purposes hereof,

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Review and Amendment 1. The Council for TRIPS shall review the implementation of this Agreement after the expiration of the transitional period referred to in paragraph 2 of Article 65. The Council shall, having regard to the experience gained in its implementation, review it two years after that date, and at identical intervals thereafter. The Council may also undertake reviews in the light of any relevant new developments which might warrant modification or amendment of this Agreement. 2. Amendments merely serving the purpose of adjusting to higher levels of protection of intellectual property rights achieved, and in force, in other multilateral agreements and accepted under those agreements by all Members of the WTO may be referred to the Ministerial Conference for action in accordance with paragraph 6 of Article X of the WTO Agreement on the basis of a consensus proposal from the Council for TRIPS.

  • Construction of this Amendment; Participation Agreement (a) This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities. (b) To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!