Amendments to Organizational Documents and Material Contracts Clause Samples
The "Amendments to Organizational Documents and Material Contracts" clause governs how changes can be made to a company's foundational documents, such as its articles of incorporation or bylaws, as well as to significant agreements the company is party to. Typically, this clause requires that any amendments to these documents or contracts receive prior approval from certain stakeholders, such as the board of directors or key investors, and may specify notification requirements or thresholds for consent. Its core function is to ensure that important changes affecting the company's structure or obligations cannot be made unilaterally or without oversight, thereby protecting the interests of key parties and maintaining organizational stability.
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Amendments to Organizational Documents and Material Contracts. The Issuer shall not, and shall not permit any other Note Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents, the Crude Oil Gathering Agreement, the Gas Gathering Agreement, the Transition Services Agreement or the Contribution Agreement (in each case as defined in the Business Combination Agreement) and the Tax Receivable Agreement, in any material respect that could reasonably be expected to be adverse to the interests of the Agent or the Holders without the consent of the Agent (not to be unreasonably withheld or delayed), other than (i) amendments that delete or reduce any fees payable by any Note Party to a Person other than the Agent or any Holder, (ii) the termination of services provided under the Transition Services Agreement as contemplated therein or (iii) the extension of services under the Transition Services Agreements on substantially similar commercial terms, or (b) (i) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (ii) terminate, replace or assign any of the Note Party’s interests in any agreement or (iii) permit any agreement not to be in full force and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence could be reasonably expected to result in a Material Adverse Effect. Notwithstanding the foregoing, the Issuer shall not, and shall not permit any other Note Party to, amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any provision of its Organizational Documents with respect to preferred Equity Interests, including ownership, issuance or distributions with respect thereto, without the consent of the Agent; provided, that such amendments, supplements or modifications may be undertaken in order to authorize additional Equity Interests in order to make Restricted Payments in Equity Interests contemplated under Section 9.04(a).
Amendments to Organizational Documents and Material Contracts. Parent and the Borrower shall not, and shall not permit any other Loan Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents in any material respect that could reasonably be expected to be adverse to the interests of the Administrative Agent or the Lenders without the consent of the Administrative Agent (not to be unreasonably withheld or delayed), other than amendments that delete or reduce any fees payable by any Loan Party to a Person other than the Administrative Agent or any Lender, or (b) (A) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (B) terminate, replace or assign any of the Loan Party’s interests in any agreement or (C) permit any agreement not to be in full force and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence could be reasonably expected to result in a Material Adverse Effect.
Amendments to Organizational Documents and Material Contracts. The Borrower shall not, and shall not permit any other Group Member to, amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents in any material respect that could reasonably be expected to be materially adverse to the interests of the Administrative Agent or the Lenders without the consent of the Administrative Agent.
Amendments to Organizational Documents and Material Contracts. The Borrower shall not, and shall not permit any other Subsidiary to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents in any material respect that could reasonably be expected to be adverse to the interests of the Administrative Agent or the Lenders, (b) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (c) terminate, replace or assign any of the Loan Party’s interests in any agreement or (d) permit any agreement not to be in full force and effect and binding upon and enforceable against the parties thereto, in each case, in the cases of clauses (b), (c) and (d) if such occurrence could be reasonably expected to result in a Material Adverse Effect.
Amendments to Organizational Documents and Material Contracts. No Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) amend or permit any amendments to any of its Organizational Documents; or (b) amend, terminate, or waive or permit any amendment, termination or waiver of any provision of, any Material Contract or Material Indebtedness if, with respect to each of clause (a) and clause (b), such amendment, termination or waiver would be adverse, in any material respect, to the Agents or the Lenders; provided that this Section 6.19 shall not prohibit the Mexican Subsidiary Reorganization Activities prior to the Mexican Subsidiary Joinder Date.
Amendments to Organizational Documents and Material Contracts. Parent and the Borrower shall not, and shall not permit any other Loan Party to, (a) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents in any respect without the consent of the Administrative Agent (acting at the direction of the Required Lenders in their sole discretion) (b)(i) amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) any agreement to which it is a party, (ii) terminate, replace or assign any of the Loan Party’s interests in any agreement or (iii) permit any agreement not to be in full force and effect and binding upon and enforceable against the parties thereto, in each case if such occurrence does not receive the prior written consent of the Required Lenders and causes the Specified Letter of Credit to become drawn. [Credit Agreement]
Amendments to Organizational Documents and Material Contracts. The Borrower shall not, and shall not permit any of its Subsidiaries to (i) amend its Organizational Documents or (ii) (a) cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, (b) amend, modify or change in any manner any term or condition of any Material Contract or give any consent, waiver or approval thereunder, (c) waive any default under or any breach of any term or condition of any Material Contract or (d) take any other action in connection with any Material Contract that would materially impair the value of the interest or rights of any Loan Party or its Subsidiaries thereunder or that would materially impair the rights or interests of the Administrative Agent or any Lender.
Amendments to Organizational Documents and Material Contracts. Amend, modify, change, waive or permit or consent to any amendment, restatement, supplement or other modification of any Organizational Documents or any Material Contract in a manner that would be prejudicial to the interests of the Lender under the Loan Documents.
Amendments to Organizational Documents and Material Contracts. The Issuer shall not, and shall not permit any other Group Member to, amend, supplement or otherwise modify (or permit to be amended, supplemented or modified) its Organizational Documents or the First Lien Loan Documents in any material respect that could reasonably be expected to be materially adverse to the interests of the Agent or the Holders without the consent of the Requisite Holders.
Amendments to Organizational Documents and Material Contracts. No Credit Party shall (a) amend or permit any amendments to any Credit Party’s Organizational Documents; or (b) amend or permit any amendments to, or terminate or waive any provision of, any Material Contract (other than the Related Agreements) if such amendment, termination, or waiver would be adverse to Administrative Agent or the Lenders.