Parent Amendment definition

Parent Amendment shall have the meaning set forth in Section 3.4.
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Parent Amendment shall have the meaning set forth in Section 3.4. "Parent Articles and Bylaws" shall have the meaning specified in Section 3.1. "Parent Exchange Option" shall have the meaning specified in Section 2.3(a). "Parent Material Adverse Effect" shall mean any Material Adverse Effect with respect to the Parent and any of its subsidiaries when taken as a whole. "Parent Preferred Stock" shall have the meaning specified in Section 3.3. "Parent Rights" shall have the meaning set forth in Section 3.3. "Parent Rights Agreement" shall have the meaning set forth in Section 3.3. "Parent SEC Documents" shall have the meaning specified in Section 3.10. "Parent Series C Preferred Stock" shall have the meaning set forth in Section 3.3. "Parent Shareholder Authorizations" shall have the meaning specified in Section 3.5. "Parent Shareholders" shall have the meaning specified in Section 3.4. "Parent Shareholders' Meeting" shall have the meaning specified in Section 5.2(h). "PBGC" shall have the meaning specified in Section 4.9(g)(ii). "Peer Group" shall mean the following companies: Giant Cement Holding, Inc., Lafarge Corporation, Lone Star Industries, Inc. and Centex Construction Products, Inc. "Peer Group Composite Index" is defined as the percentage change (expressed in positive or negative percentage points) in the average of the volume weighted average trading prices of the common stock of each of the companies in the Peer Group, as reported by Bloomberg Financial Markets, weighted by the market capitalization of each such company, from the date of this Agreement to the last day of the Test Period. For this purpose, the market capitalization of each such company on a given date shall be determined by multiplying the number of outstanding shares of common stock of such company, as reflected in the most recently available filings with the Commission (with appropriate adjustments for any stock splits, stock dividends or similar events), times the volume weighted average trading price of such common stock on the such date. "Pension Plans" shall have the meaning specified in Section 4.9(f). "Permits" shall have the meaning specified in Section 4.20. "Person" shall mean an individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other legal entity of any kind. "Prior Event" shall have the meaning specified in Section 8.12(c). "Prospectus" shall have the meaning s...
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Parent Amendment shall have the meaning set forth in Section 5.1(a).
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Examples of Parent Amendment in a sentence

  • The Board of Directors, at a meeting duly called and held, has by the required vote of the directors then in office, approved the authorization of an additional 160 million shares of Common Stock ("Parent Amendment"), adopted a resolution declaring the advisability of such action and directed that such action be submitted for consideration by the Parent Shareholders.

  • You further agree that you have read and understood the Terms of Use for Users found at [Terms of Use for Users URL].

  • The Lender shall have executed the Parent Amendment and the Lender and each Borrower shall have executed and/or delivered such other documents and instruments in connection therewith as the Parent Lenders and the Agent shall require as a condition precedent to the effectiveness thereof, each in form and substance satisfactory to the Agent, and such Parent Amendment shall have become effective.

  • The Board of Directors of Parent, at a meeting duly called and held, has by the required vote of the directors then in office determined that this Agreement and the transactions contemplated hereby, including the Merger and the Parent Amendment, taken together, are fair to and in the best interests of Parent and the Parent Shareholders.

  • The Parent Stockholder Approval shall have been validly obtained under the DGCL and the Parent Amendment shall be effective pursuant to the DGCL.

  • Promptly following the date of this Agreement, the Seller Parties and Parent shall, except as otherwise provided for herein, cooperate in preparing a proxy statement or information statement that meets the requirements of the Exchange Act (together with any amendments thereof or supplements thereto, the “Proxy Statement”) to seek adoption and approval of the Parent Amendment and the approval of the Parent Issuance by Parent’s stockholders.

  • An independent study by a qualified heritage consultant has been carried out to review the heritage significance of the site, with the findings from the report informing proposed changes.The amendment addresses a submission from Parks Victoria to Amendment C197 (Parent Amendment), that sought a further review of the mapping of the heritage overlay and updated Statement of Significance.

  • The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock is the only vote of the holders of any class or series of Parent's capital stock necessary to approve and adopt this Agreement, the Merger and the Parent Amendment to Certificate.

  • Any such withdrawal or modification of the recommendation shall not change the approval of the Special Committee and the Parent Board for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated hereby, or change the obligation of Parent to present the Parent Amendment and Parent Issuance for approval and adoption at the Stockholders Meeting.

  • Unless caregivers are convinced that their child is likely to mimic lip, nose, or similar piercings or to perform other activities that might lead them to place magnets into their mouth or nose, caregivers may doubt that the warnings are relevant to their child, despite the warnings’ assertions to the contrary.Even if caregivers believe thewarnings, several factors may preventcompliance.

Related to Parent Amendment

  • Parent Agreement has the meaning given to it in Clause 12;

  • 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.

  • ESG Amendment has the meaning specified in Section 2.18.

  • 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.

  • 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.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

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

  • 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.

  • 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.

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

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

  • Merger Agreement has the meaning set forth in the Recitals.

  • 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.

  • 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.

  • Major Amendment means any change which is not a minor amendment.

  • First Amendment Date means February 21, 2019.

  • 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.

  • 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.

  • 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.

  • 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.

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.

  • 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.

  • Waiver Agreement means an agreement between

  • 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.

  • Support Agreement has the meaning set forth in the Recitals.