COD Amendment definition

COD Amendment has the meaning set forth in Section 2.5(c). “Code” means the Internal Revenue Code of 1986.
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COD Amendment has the meaning set forth in the Recitals.
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COD Amendment has the meaning set forth in Section 2.5(c).
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Examples of COD Amendment in a sentence

  • Subject to the Board’s fiduciary duties, the Board shall (i) recommend at the Company Stockholders Meeting that the holders of shares of Common Stock and Series A Preferred Stock approve the COD Amendment and (ii) use its reasonable best efforts to obtain and solicit such approval.

  • Upon the consent of XX XX to the adoption of the SPV COD Amendment in accordance with Section 2.1, Centerline shall formally adopt the SPV COD Amendment, effective as of the Transaction Closing Date.

  • If the COD Amendment is approved at the Company Stockholders Meeting, then the Company shall file the Certificate of Amendment implementing the COD Amendment with the Secretary of State of the State of Delaware; provided, however, that the effective time of the COD Amendment shall be no earlier than the close of business on the fifth (5th) business day following public announcement that the COD Amendment has been approved by the stockholders.

  • Upon the consent of RSA to the adoption of the 11% COD Amendment in accordance with Section 1.1, Centerline shall formally adopt the 11% COD Amendment, effective as of the Transaction Closing Date.

  • Effective as of the Transaction Closing Date and subject to the provisions of Article VI hereof, XX XX hereby irrevocably and unconditionally consents to the adoption of the SPV COD Amendment and all of its SPV Shares shall be deemed voted in favor of the SPV COD Amendment.

  • This Agreement (including any schedules and exhibits hereto), the 11% COD Amendment, the Amendment Agreement, the SPV COD Amendment, the CCC Operating Agreement Amendment, the Lock-Up Agreements, the Release, the Advisory Agreement, and the Related Loan Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes any and all prior agreements, representations and understandings of the parties hereto, written or oral.

  • The Company shall cause the COD Amendment to become effective at the Closing.

  • In the event that the Note Exchange is consummated or the COD Amendment is made effective in accordance with this Section 8.4, the “Closing” under this Agreement shall be deemed to have occurred, all other transactions contemplated by this Agreement that are reasonably necessary to give effect to or otherwise carry out the Note Exchange or the COD Amendment, as the case may be, shall be undertaken.

  • Promptly following the execution and delivery of this Agreement and the delivery of the consents described in the prior sentence, the Company shall (x) file the COD Amendment with the Secretary of State of Delaware in accordance with the DGCL and (y) comply with the requirements of Sections 228 and 262 of the DGCL.

  • If the valuations were driven by the conversation ratio set out in the December COD Amendment, i.e. 37,500:1, which would have allowed for a billion shares to be issued upon conversion, it would have provided for an unattainable and unintended result.


More Definitions of COD Amendment

COD Amendment means the amendment to the Certificate of Designations, substantially in the form of Exhibit B to the Merger Agreement. “Crestview Partners” means certain funds or other investment vehicles managed by or otherwise affiliated with Crestview Advisors, L.L.C. “Delaware Secretary of State” means the Secretary of State of the State of Delaware.
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Related to COD Amendment

  • First Amendment means that certain First Amendment to Credit Agreement, dated as of February 27, 2017, among the Loan Parties, the Administrative Agent and the Lenders party thereto.

  • Fourth Amendment means that certain Fourth Amendment to Credit Agreement, dated as of August 17, 2017, among Holdings, the Borrower, the Administrative Agent and the Lenders and other Credit Parties party thereto.

  • Third Amendment means that certain Third Amendment to Amended and Restated Credit Agreement dated as of the Third Amendment Effective Date, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

  • Fifth Amendment means the Fifth Amendment to Fifth Amended and Restated Credit Agreement dated as of August 25, 2016, among the Borrower, the Lenders party thereto, the Administrative Agent and the other Persons party thereto.

  • Second Amendment means that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 1, 2020, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

  • Tenth Amendment means that certain Tenth Amendment to Credit Agreement, dated as of November 15, 2019, among Holdings, the Borrower, the other Credit Parties party thereto, the Administrative Agent, the Collateral Agent and the Lenders party thereto.

  • Sixth Amendment means the Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of November 5, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

  • Permitted Amendment means, with respect to any Shared-Loss Loan Commitment or Shared-Loss Loan, any amendment, modification, renewal or extension thereof, or any waiver of any term, right, or remedy thereunder, made by the Assuming Bank in good faith and otherwise in accordance with the applicable requirements set forth in Article III of this Commercial Shared-Loss Agreement and the then effective written internal credit policy guidelines of the Assuming Bank; provided, that:

  • Restricted Amendment means the following: (A) an amendment of Specification 1, (B) except to the extent addressed in Section 2.10 hereof, an amendment that specifies the price charged by Registry Operator to registrars for domain name registrations, (C) an amendment to the definition of Registry Services as set forth in the first paragraph of Section 2.1 of Specification 6, or (D) an amendment to the length of the Term.

  • Eighth Amendment means the Eighth Amendment to Second Amended and Restated First Lien Credit Agreement dated as of May 23, 2014 among the Borrower, EPL, the Lenders, the Administrative Agent and the other Persons party thereto.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Ninth Amendment means the Ninth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of February 11, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

  • ESG Amendment has the meaning specified in Section 2.18.

  • Second Amendment Agreement means that certain Second Amendment Agreement dated as of October 4, 2011, among Xxxxx 0, xxx Xxxxxxxx, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and the Tranche B II Term Lenders party thereto, providing for, among other things, the amendment and restatement of the 2009 Credit Agreement.

  • Seventh Amendment means the Waiver and Seventh Amendment to Sixth Amended and Restated Credit Agreement dated as of the Seventh Amendment Effective Date among the Borrower, the Administrative Agent and the Lenders.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Eleventh Amendment means that certain Eleventh Amendment to Credit Agreement, dated as of April 29, 2022, among Holdings, the Borrower, the other Credit Parties party thereto, the Administrative Agent, the Collateral Agent, the Lenders party thereto, the Revolving Letter of Credit Issuers and the various other parties party thereto.

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Price amendment means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • L/C Amendment Application means an application form for amendment of outstanding Letters of Credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • Fourth Amendment Date means April 30, 2021.

  • Third Amendment Date means June 23, 2020.

  • Second Amendment Date means February 26, 2019.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.