Change to IFRS Clause Samples

Change to IFRS. If the Company intends or is required to adopt IFRS, the Company and the Lender shall, at least one hundred and twenty (120) days prior to such adoption, commence to negotiate in good faith with a view to agreeing such written amendments to the financial covenants in Sections 7.09 (Interest Coverage Ratio) and 7.10 (Leverage Ratio) and, in each case, the definitions used therein and the equivalent definitions in the security documents in respect of the Secured Indebtedness, as may be necessary to ensure that the criteria for evaluating the Company’s financial condition (i) not prejudice the Company in terms of its compliance with the terms of this Agreement more than, and (ii) grant to the Lender protection equivalent to that which would have been enjoyed, in each case, had the Company not adopted IFRS (such amendments, the “IFRS Amendments”). If no written agreement with respect to any of the IFRS Amendments is reached within sixty (60) days prior to the Company’s adoption of IFRS, then the Company and the Lender shall submit their differing positions with respect to the IFRS Amendments to a Qualified Accountant selected by the mutual agreement of the parties, which in any event shall be the same Qualified Accountant selected in this respect for the Mandatory Prepayment Indebtedness. The Qualified Accountant shall consider only the IFRS Amendments and shall only make a decision with respect thereto that is within the bounds set by the differing positions of the Lender and the Company. The Qualified Accountant’s decision with respect thereto shall be final and binding on the parties hereto and shall be made in writing and notified to the parties hereto at least five (5) Business Days prior to the adoption of IFRS by the Company. Any IFRS Amendments agreed between the Company and the Lender or determined by the Qualified Accountant shall take effect as of the date of the Company’s adoption of IFRS. The parties agree that no amendment fee shall be payable by the Company to the Lender in respect of any IFRS Amendments other than payments or reimbursements in accordance with Section 9.04(a) (Costs and Expenses) of reasonable and documented costs (including Attorney Costs and the fees of the Qualified Accountant) incurred by the Lender in connection with such IFRS Amendments.
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Related to Change to IFRS

  • Limitation on Changes in Fiscal Year Permit the fiscal year of the Borrower to end on a day other than December 31.

  • Financial Condition of Company Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor's assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

  • Changes in Control For the duration of the Project Term, the Private Party shall procure that there is no Change in Control in the Private Party (or in any company of which the Private Party is a subsidiary) without the prior written approval of SANParks, which approval shall not be unreasonably withheld, provided that no Change in Control may breach the provisions of Schedule 5 in any way.

  • Effect of Change in Control In the event of a Change in Control, the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor settled as of the time of the Change in Control.

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events: