Modification of Basic Provisions Clause Samples
The "Modification of Basic Provisions" clause establishes the process by which the fundamental terms of an agreement can be changed after the contract has been executed. Typically, this clause outlines the requirements for making amendments, such as requiring written consent from all parties or specifying authorized representatives who can approve changes. Its core practical function is to ensure that any alterations to key contractual terms are deliberate, documented, and mutually agreed upon, thereby preventing misunderstandings or unauthorized modifications.
Modification of Basic Provisions. 1. At the end of the first sentence of subparagraph (k) of Section 1 of the Basic Provisions, add the following: “, provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notices to Investors—European Economic Area,” “Notices to Investors—United Kingdom,” “Notices to Investors—Japan,” “Notices to Investors—Australia,” “Notices to Investors—Canada,” “Notices to Investors—Taiwan” and “Notices to Investors—Singapore.”
Modification of Basic Provisions. 1. In the second sentence of the third paragraph of the Basic Provisions delete the word “electronic” prior to the word “delivery” and add the words “or conveyance” immediately following “delivery”.
2. In the first line of Section 1 of the Basic Provisions add the phrase “as of the Pricing Effective Time” after the word “Underwriters” and before the word “that”.
3. In the second sentence of subparagraph (a) of Section 1 of the Basic Provisions delete the word “of” after the word “Act”.
Modification of Basic Provisions. 1. Replace the last sentence of Section 1(c) of the Basic Provisions with, “Each Permitted Free Writing Prospectus does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus.”
2. Add the following after Section 1(v) of the Basic Provisions:
Modification of Basic Provisions. 1. In subparagraph 6(c)(vi), delete the word “nor” and insert the word “not”.
2. Add to subparagraph (g)(iii) of Section 6 of the Basic Provisions the words “or crisis” after the word “calamity”.
3. Replace Section 7(a) of the Basic Provisions in its entirety with the following:
(a) The Company will indemnify each Underwriter, its directors and officers, its Affiliates as such term is defined in Rule 501(b) under the Act, its selling agents and each person, if any, who controls any Underwriter, within the meaning of Section 15 of the Act (the “Underwriter Indemnified Parties”) against any losses, claims, damages or liabilities, joint or several, to which any Underwriter Indemnified Party may become subject, under the Act or otherwise, insofar as the losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue or allegedly untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, any Permitted Free Writing Prospectus, or other free writing prospectus used by the Company, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by the Underwriter Indemnified Party in connection with investigating or defending any such action or claims, promptly as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or allegedly untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, any Permitted Free Writing Prospectus, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with Underwriter Information.”
4. Replace Section 7(b) of the Basic Provisions in its entirety with the following:
Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter.
2. At the end of the first sentence of subparagraph (k) of Section 1, add the words “provided that in making the forgoing representation, the Company assumes that the Underwriters comply with the requirements of the foreign laws described in the Prospectus under the headings “Notice to Investors—European Economic Area” and “Notice to Investors—United Kingdom”.
3. In subparagraph (a) of Section 2 of the Basic Provisions, delete the words “including the pricing term sheet for the Designated Securities,”. No Permitted Free Writing Prospectus will be prepared.
4. With respect to subparagraph (b) of Section 2 of the Basic Provisions, the Company will not prepare a pricing term sheet.
5. After the word “Prospectus” in Section 6(c)(ii), add the words “and all of the issued Designated Securities ($.10 par value) of the Company have been duly and validly authorized and issued and are fully paid and non-assessable”.
6. In subparagraph 6(c)(vi), delete the word “nor” and insert the word “not”.
7. In subparagraph 6(c)(ix), delete the words “and any Permitted Free Writing Prospectus”.
8. In subparagraph 6(c)(xi), after the words “referred to therein” insert the words “and New York Business Law applicable to the Designated Securities”.
9. In subparagraph 6(c)(xii), delete the words “capital stock” and insert the words “common stock”.
10. In subparagraph (e) of Section 6 of the Basic Provisions, add “business prospects” before “general affairs”.
11. Add to subparagraph (g) (iii) of Section 6 of the Basic Provisions the words “or crisis” after the word “calamity”.
12. Add the following subparagraph to Section 6 of the Basic Provisions after subparagraph (i):
Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and references to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter.
2. In the second sentence of the third paragraph of the Basic Provisions delete the work “electronic” prior to the word “delivery” and add the words “or communication” immediately following “delivery”.
3. In the second sentence of subparagraph (a) of Section 1 of the Basic Provisions delete the word “of” after the word “Act”.
4. In subparagraph (e) of Section 1 of the Basic Provisions delete the parenthetical “(a “Material Adverse Effect”)”.
5. In subparagraph (l) of Section 1 of the Basic Provisions add the parenthetical “(a “Material Adverse Effect”)” after the word “whole” and before the word “and”.
6. In Section 1 of the Basic Provisions add after subparagraph (s):
Modification of Basic Provisions. A. Throughout the Basic Provisions, change all references to "Representative" to "Representatives."
B. In the first Section 1:
1. In subsections (a), (j) and (k), after each reference to "Designated Securities", add the words "and Option Securities".
2. In subsection (d), add at the end thereof "(a "Material Adverse Effect")".
3. In subsection (j), add the words "in all material respects" after "will conform."
4. Add after subsection (m): "(n) Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the ▇▇▇▇ ▇▇▇) (each, a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and is validly issued, fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of preemptive or other similar rights of any securityholder of such Subsidiary.
Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter.
A. In Section 1:
2. Replace the last sentence of Section 1(c) of the Basic Provisions with: “Each Permitted Free Writing Prospectus does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus.”
3. At the end of the first sentence of subparagraph (k) of Section 1 of the Basic Provisions, add the following: “, provided that in making the forgoing representation, the Company assumes that the Underwriter complies with the requirements of the foreign laws described in the Prospectus under the headings “Notices to Investors—European Economic Area”, “Notices to Investors—United Kingdom”, “Notices to Investors—Japan”, “Notices to Investors—Australia” and “Notices to Investors—Canada”.
4. Replace Section 1(q) of the Basic Provisions in its entirety with: “The documents incorporated by reference in the Pricing Disclosure Material or the Prospectus do not include non-GAAP financial measures within the meaning of Regulation G or Item 10 of Regulation S-K of the Commission, with the exception of the measure “adjusted earnings” which is described immediately before Item 1 in the Company’s most recent Annual Report on Form 10-K.”
5. Add the following after Section 1(v) of the Basic Provisions:
Modification of Basic Provisions. 1. In the second sentence of the third paragraph of the Basic Provisions delete the work “electronic” prior to the word “delivery” and add the words “or communication” immediately following “delivery”.
2. In the second sentence of subparagraph (a) of Section 1 of the Basic Provisions delete the word “of” after the word “Act”.
3. In subparagraph (e) of Section 1 of the Basic Provisions delete the parenthetical “(a “Material Adverse Effect”)”.
4. In subparagraph (l) of Section 1 of the Basic Provisions add the parenthetical “(a “Material Adverse Effect”)” after the word “whole” and before the word “and”.
5. In Section 1 of the Basic Provisions add after subparagraph (s)
Modification of Basic Provisions. 1. The words “Representative” and “Representatives” shall be deemed to be the word “Underwriter” and reference to “Underwriters” shall be revised as appropriate in the particular context to be a reference to the single Underwriter.