Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 3 contracts
Sources: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Documents may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that that
(ia) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement6,15.2 and 22, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and and
(iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver hereunder or under any of the Financing Documents, (Ciii) release any of the Collateral and/or the Pledged Stock Collateral except as expressly provided for in the Security Agreements, the Pledge Agreements or lntercreditor Agreement, (iv) change the Collateral Agent or (v) amend any of Sections 88,12,13,18, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note21 and 23.
Appears in 3 contracts
Sources: Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD), Note Purchase Agreement (Hampshire Group LTD)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or Modified Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21, 23 or 20, or (D) give to any Note any preference over any other Note24.9.
Appears in 3 contracts
Sources: Note Purchase Agreement (UTi WORLDWIDE INC), Note Purchase Agreement (UTi WORLDWIDE INC), Note Purchase Agreement (UTi WORLDWIDE INC)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 3 contracts
Sources: Note Purchase Agreement (Stericycle Inc), Note Purchase Agreement (Stericycle Inc), Note Purchase Agreement (Stericycle Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any Purchaser or holder of Notes a Note unless consented to by such holder of Notes or Purchaser in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser or the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 17, 20 or 20, or (D) give to any Note any preference over any other Note23.
Appears in 3 contracts
Sources: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that that:
(ia) no amendment or waiver of any of the provisions of Section Article 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; or
(iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section Article 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in on the interest rate) Notes or of the Make-Whole Amount on, in respect of the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections Article 8, 11(a), 11(b)11, 12, 17 or 20, 20 or (Div) give release all or substantially all of the Collateral from the Lien of the Security Documents. Notwithstanding anything to the contrary contained herein, the Company may enter into any Note Supplement for the issuance of one or more Series of Additional Senior Notes consistent with Section 1.2 hereof without obtaining the consent of any preference over holder of any other NoteSeries of Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof including subsection (i) of Section 1 hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholders of Notes holding more than 50% in aggregate principal amount of the Notes at the time outstanding, except that unless otherwise provided herein (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, or 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 87, 11(a)10, 11(b)11.1, 12, 17 14 or 20, or (D) give to any Note any preference over any other Note16.
Appears in 2 contracts
Sources: Unit Purchase Agreement (21st Century Holding Co), Unit Purchase Agreement (21st Century Holding Co)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes, the Subsidiary Guaranty and the Notes Parent Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuer (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty, and the MLP, in the case of the Parent Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or the LIBOR Breakage Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (El Paso Pipeline Partners, L.P.), Note Purchase Agreement (El Paso Pipeline Partners, L.P.)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the applicable Make-Whole Amount or Protective Claim Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.10, or (Div) give amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to any Note any preference over any other Notethe holders of Notes pursuant to Section 9.13 or otherwise.
Appears in 2 contracts
Sources: Note Purchase Agreement (Obsidian Energy Ltd.), Note Purchase Agreement (Obsidian Energy Ltd.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Madison Gas & Electric Co), Note Purchase Agreement (Madison Gas & Electric Co)
Requirements. (a) This Agreement, the Notes, the Subsidiary Guaranty and each Subordination Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 14.3, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Enerplus Resources Fund), Note Purchase Agreement (Enerplus Resources Fund)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes, the Subsidiary Guaranty and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Lincare Holdings Inc), Note Purchase Agreement (Lincare Holdings Inc)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement4.02 OR 9.07 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Holder unless consented to by such holder of Notes Holder in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding Holders affected thereby, (A) subject to the provisions of Section 12 SECTION 8.02 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, (C) or amend any of Sections 8, 11(aSECTIONS 8.01(a), 11(b8.01(b), 128.02, 17 9.03 OR 9.06. Any amendment, modification, termination, waiver or 20, or (D) give consent with respect to any Note of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder:
(i) release of any preference over Guarantor of the Obligations or all or a substantial portion of the Collateral (except as provided in SECTION 3.08),
(ii) waiver of any other NoteEvent of Default described in SECTION 8.01.
Appears in 2 contracts
Sources: Note and Stock Purchase Agreement (Aps Healthcare Inc), Note and Stock Purchase Agreement (Aps Healthcare Inc)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or any prepayment premium or LIBOR Breakage Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Master Note Purchase Agreement (Regis Corp), Master Note Purchase Agreement (Tetra Technologies Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (ii2) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount Amount, if any, on, the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement, Note Purchase Agreement (Mettler Toledo International Inc/)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole LIBOR Breakage Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021, or (Div) give to any Note any preference over any other Notereduce or alter the scope of the guarantee by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (Jackson Hewitt Tax Service Inc), Note Purchase Agreement (Jackson Hewitt Tax Service Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding, except that (ia) for so long as the Purchaser is a holder of a Note, no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any SupplementSections 15.1(a) and 17 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement)therein, will be effective as to any holder of Notes the Purchaser unless consented to by such holder of Notes the Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 11 relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a10(a), 11(b)10(b) or 11. Notwithstanding the foregoing, 12this Agreement may be amended by the Company, 17 or 20without the consent of any holder of any Note, or (D) give to add any Note any preference over any other NoteSubsidiary of the Company as a Subsidiary Guarantor under Section 18.11.
Appears in 2 contracts
Sources: Note Agreement (Primerica, Inc.), Note Agreement (Primerica, Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all each Purchaser (prior to the Closing) and the holder of each Note (after the holders of Notes Closing) at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 17, or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of each of the Company Constituent Companies (or only the Issuer in the case of the Notes), and the Required Holders, except that that:
(ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; and
(iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (i) interest on the Notes or (if such change results in a decrease in the interest rateii) or of the Make-Whole Amount on, the NotesAmount, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 13, 18 or 20, or (D) give to any Note any preference over any other Note21.
Appears in 2 contracts
Sources: Note Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.), Note Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021, or (Div) give to any Note any preference over any other Notereduce or alter the scope of the Guaranty by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Evans Bob Farms Inc)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 13, 22 or 21 hereof or the corresponding provision of any Supplement24 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Yield Maintenance Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 13, 18, 21 or 20, or (D) give to any Note any preference over any other Note24 hereof.
Appears in 2 contracts
Sources: Third Amended and Restated Note Purchase and Shelf Agreement (Nn Inc), Second Amended and Restated Note Purchase and Shelf Agreement (Nn Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes and any other Finance Document may be amended, and the observance of any term hereof or of the Notes or of any other Finance Document may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Tampa Electric Co), Note Purchase Agreement (Tampa Electric Co)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes, the Trust Guaranty and the Notes Subordination Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company or the Trust, as the case may be, and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 22.1, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 14.3, 17 or 20, or (Div) give to any Note any preference over any other Notereduce or alter the scope of the Trust Guaranty or amend Sections 3, 8 or 12 thereof or release the Trust from liability under the Trust Guaranty.
Appears in 2 contracts
Sources: Note Purchase Agreement (Pengrowth Energy Trust), Note Purchase Agreement (Pengrowth Energy Trust)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement)term, will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole LIBOR Breakage Amount onand Prepayment Premium, if any, on the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Dentsply International Inc /De/), Note Purchase Agreement (Dentsply International Inc /De/)
Requirements. (a) This Agreement (including any Supplement) and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement19 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement)term, will be effective as to any holder of Notes Bonds unless consented to by such holder of Notes Bonds in writing, and (ii) no such amendment or waiver may, without the written consent of all of the Purchasers and all of the holders of Notes Bonds at the time outstanding affected thereby, (A) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesBonds, (B) change the percentage of the principal amount of the Notes Bonds the Purchasers or holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 14 or 20, or (D) give to any Note any preference over any other Note18.
Appears in 2 contracts
Sources: Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)
Requirements. (a) This Agreement (including Agreement, any Supplement) Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, writing and (ii2) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the applicable Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 2 contracts
Sources: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement21, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (on the Notes, Excess Leverage Fee, if such change results in a decrease in the interest rate) any, or of the Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Requirements. (a) This Agreement (including any Supplement) and Agreement, the Notes and any Supplement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof (or the corresponding any similar provision of in any Supplement), or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, 20 (or (D) give to any Note similar provision in any preference over any other NoteSupplement).
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty), except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and Agreement, the Notes and any other documents entered into herewith may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Parent, both Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or Rating Make Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Affiliate Guaranty and the Notes may be amended, and the observance of any term hereof or of the Affiliate Guaranty or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of New Dreyer's, the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Dreyers Grand Ice Cream Holdings Inc)
Requirements. (a) This Agreement (including any Supplement) Agreement, each Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the -42- Stericycle, Inc. Note Purchase Agreement Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, amended and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the h older of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or r of the Make-Whole Amount on, the NotesNotes or change the currency in which such payments are to be made, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders and, in the case of the Agreement or the Notes, the Guarantor, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7, 17.2 or 21 hereof or the corresponding provision of any Supplement24 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a)9, 11(b), 1212(a), 17 13, 14, 15, 18.2, 20 or 20, or (D) give to any Note any preference over any other Note23.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes, the Constituent Company Guaranty and the Notes Intercreditor Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section SECTION 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections SECTIONS 8, 11(a11(A), 11(b11(B), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or any prepayment premium on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.. 39 Table of Contents
Appears in 1 contract
Sources: Note Purchase Agreement
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by the Obligors and such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the Obligors and the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or LIBOR Breakage Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 17, 20 or 20, or (D) give to any Note any preference over any other Note22.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Alliance Resource GP, LLC Note Purchase Agreement Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Alliance Resource Partners Lp)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, 20 or any defined term (D) give to any Note any preference over any other Noteas it is used therein).
Appears in 1 contract
Sources: Note Purchase Agreement (Madison Gas & Electric Co)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 21 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 17, 20 or 20, or (D) give to any Note any preference over any other Note22.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change in computation of interest results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless Diamond Walnut Growers, Inc. Note Purchase Agreement consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 I2 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) THE O'GARA COMPANY NOTE PURCHASE AGREEMENT 41 This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementand 21, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or and 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the ------------ observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Article I, II, III, or IV or Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement11.8 hereof, or any ------------------- -- ------- ---- defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will shall be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 Article IX ---------- relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Article V or Sections 8, 11(a9.1(a), 11(b9.1(b), 129.2, 17 9.3, 9.4, 9.5, --------- -------------------------------------------- 11.4 or 20, or (D) give to any Note any preference over any other Note.11.7. ---- ----
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, each Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Make‑Whole Amount on, on the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 17, 20, 22.9 or (D) give to any 22.10. Sensient Technologies Corporation Note any preference over any other Note.Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to a Closing, each Purchaser for that Closing or any subsequent Closing), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any . Madison Gas and Electric Company Note any preference over any other Note.Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Madison Gas & Electric Co)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectivelyprospectively and for a specified time period or permanently), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8▇▇▇▇▇▇▇ ▇, 11(a▇▇(▇), 11(b▇▇(▇), 12▇▇, 17 or 20, or (D) give to any Note any preference over any other Note▇▇ ▇▇ ▇▇.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Other Agreements and the Notes Debentures may be amended, and the observance of any term hereof hereof, of the Other Agreements or of the Notes Debentures may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6.18, 9, 11.6, 11.7, 16.3, 18 or 21 hereof or the corresponding provision of any Supplement, 24 or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Charterhouse unless consented to by such holder of Notes Charterhouse in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Debenture at the time outstanding affected thereby, : (AI) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in on the interest rate) or of the Make-Whole Amount on, the NotesDebentures, (Bii) change the percentage of the principal amount of the Notes Debentures the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 810, 11(a)13, 11(b)14, 12, 17 20 or 20, or (D) give to any Note any preference over any other Note23 hereof.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.. Table of Contents
Appears in 1 contract
Sources: Note Purchase Agreement (Patterson Companies, Inc.)
Requirements. (a) This Guarantee Agreement (including any Supplement) and the Notes Guarantees may be amended, and the observance of any term hereof or of the Notes Guarantees may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Guarantor and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 14 or 21 hereof or the corresponding provision of any Supplement16 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 of the Note Purchase Agreement relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 11 or 20, or (D) give to any Note any preference over any other Note17.
Appears in 1 contract
Sources: Guarantee Agreement (Elan Corp PLC)
Requirements. (a) This Subject to the Intercreditor Agreement, this Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 13, 18, 21, 23 or 2024.9, or (Div) give to release all or substantially all of the Collateral in any Note any preference over any other Notetransaction or series of related transactions.
Appears in 1 contract
Sources: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 44A, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, writing and (iib) no such amendment or waiver may, without the written consent of all the Holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment redemption (other than as provided in Sections 8.2(c) and 8.4 as in effect on the Signing Date), offer to purchase or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 12 or 20, or (D) give to any Note any preference over any other Notethis Section 17.
Appears in 1 contract
Sources: Note and Warrant Exchange Agreement (Kingstone Companies, Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Artisan Partners Holdings LP Note Purchase Agreement Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Make‑Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note. A Subsidiary Guaranty may be amended in accordance with the terms thereof.
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof (including any Supplement) or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof (or the a corresponding provision of any Supplement), or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any holder of Notes a Note unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the applicable Make-Whole Amount on, the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, 20 (or (D) give to a corresponding provision of any Note any preference over any other NoteSupplement).
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 -30- 36 Healthcare Realty Trust Incorporated Note Purchase Agreement or 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Healthcare Realty Trust Inc)
Requirements. (a) This Agreement (including any Supplementas it pertains to the Series 2001-A Notes) and the Series 2001-A Notes may be amended, and the observance of any term hereof or of the Series 2001-A Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Series 2001-A Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Series 2001-A Notes, (Bii) change the percentage of the principal amount of the Series 2001-A Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate of interest or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount Amount, if any, on, the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Belk Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Obligors and the Required Holders or, as provided in Section 8.2, the Series Required Holders, except that that:
(ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 21 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; and
(iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 1212 or 18. For the avoidance of doubt, 17 or 20, or (D) give the Company and any Purchaser may agree to any Note any preference over any other Notea waiver of Section 21 solely with respect to such Purchaser without the consent of the Required Holders.
Appears in 1 contract
Sources: Note and Guaranty Agreement (Oaktree Capital Group, LLC)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to the Second Closing, each Purchaser), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Madison Gas & Electric Co)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and Company, the Required HoldersHolders and, solely with respect to Article XII hereof, the Collateral Agent, except that (ia) no amendment or waiver of any of the provisions of Section 12.1, 2Section 2.2, 3Article III, 4Article IV, 5, 6 or 21 hereof or the corresponding provision of any SupplementArticle XII, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any a holder of Notes a Note unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission10.2, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change reduce the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, by amendment of the definition of “Required Holders” or otherwise, (Ciii) change the percentage of the principal amount of the Notes the holders of which may declare the Notes to be due and payable as provided in Section 10.2, or which may rescind any such declaration, or (iv) amend any of Sections 8, 11(aSection 10.1(a), 11(b)Section 10.2, 12, 17 or 20Section 16.7, or (D) give to any Note any preference over any other Notethis Article XV.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that:
(ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ;
(iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or Excess Leverage Fee on the Notes or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2 and Section 17.1(c)), 11(a), 11(b), 12, 17 or 20; provided, or (D) give that only the consent of the Required Holders shall be necessary to waive any Note any preference over any other Note.obligation of the Company to pay interest at the Default Rate during the continuance of an Event of Default; and
Appears in 1 contract
Sources: Note Purchase Agreement (Copart Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to a Closing, each Purchaser for that Closing or any subsequent Closing), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Madison Gas & Electric Co)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser TALX Corporation Note Purchase Agreement unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Talx Corp)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to a Closing, each Purchaser for that Closing or any subsequent Closing), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, 20 or any defined term (D) give to any Note any preference over any other Noteas it is used therein).
Appears in 1 contract
Sources: Note Purchase Agreement (Madison Gas & Electric Co)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or TYY 2011 Floating Rate Prepayment Amount and the TYY 2011 LIBOR Breakage Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Tortoise Energy Capital Corp)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or TYG 2011 Floating Rate Prepayment Amount and the TYG 2011 LIBOR Breakage Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any . Tortoise Energy Infrastructure Corporation Note any preference over any other Note.Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Tortoise Energy Infrastructure Corp)
Requirements. (a) This Agreement (including any Supplement) and Agreement, the Notes Notes, the Parent Guaranty or the Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company, the Parent Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 11.1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (Div) give to any Note any preference over any other Notereduce or alter the scope of the Parent Guaranty or release the Parent Company from liability under the Parent Guaranty.
Appears in 1 contract
Sources: Note Purchase Agreement (Penn Virginia Resource Partners L P)
Requirements. (a) This Agreement, the Notes, the Subsidiary Guaranty and each Subordination Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesNotes or any series thereof, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 14.3, 18 or 20, 21 or (D) give to any Note any preference over any other Note23.9.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all each Purchaser (prior to the Closing) and the holder of each Note (after the holders of Notes Closing) at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 17, or 20. Granite State Gas Transmission, or (D) give to any Inc. Note any preference over any other Note.Purchase Agreement
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or Protective Claim Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.9, or (Div) give amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to any Note any preference over any other Notethe holders of Notes pursuant to Section 9.13 or otherwise.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Corporation and the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 SECTION 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections SECTIONS 8, 11(a12(A), 11(b12(B), 1213, 17 18 or 2021, or (Div) give to any Note any preference over any other Notereduce or alter the scope of the Guaranty contained in SECTION 11.
Appears in 1 contract
Sources: Note Purchase Agreement (Swift Transportation Co Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no a)no amendment or waiver of the notice periods in Section8 hereof, any of the provisions of Section 1Section1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (ii) no b)no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) subject i)subject to the provisions of Section 12 Section12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change ii)change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend iii)amend any of Sections 88 (other than the notice periods therein), 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note. Section17.2.
Appears in 1 contract
Sources: Note Purchase Agreement (Elizabethtown Water Co /Nj/)
Requirements. (a) This Agreement, the Notes, the Subsidiary Guaranty and each Subordination Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all you and the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that you or the Other Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 14.3, 18 or 20, 21 or (D) give to any Note any preference over any other Note23.9.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement23 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Existing Noteholder unless consented to by such holder of Notes Existing Noteholder in writing, and (iib) no such amendment or waiver may, without the written consent of all each Existing Noteholder and the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 88 (except as set forth in the first sentence of Section 8.5), 11(a), 11(b), 12, 17 13, 14, 19, 22 or 20, or (D) give to any Note any preference over any other Note25.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement21, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (on the Notes, Excess Leverage Fee, if such change results in a decrease in any, or the interest rate) or of the applicable Make-Whole Amount onAmount, if any, on the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes, the Parent Guaranty and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent, the Company and the Subsidiary Guarantors, if parties thereto, and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement21, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (on the Notes, Excess Leverage Fee, if such change results in a decrease in the interest rate) any, or of the Make-Whole Amount onAmount, if any, on the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Requirements. (a) This Subject to the Intercreditor Agreement, this Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner), (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 13, 18, 21, 23 or 20, 24.9 or (Div) give to release all or substantially all of the Collateral in any Note any preference over any other Notetransaction or series of related transactions.
Appears in 1 contract
Sources: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such -42- Stericycle, Inc. Note Purchase Agreement amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: CĪON INVESTMENT CORPORATION NOTE PURCHASE AGREEMENT
(ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ;
(iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (if such change results in a decrease in y) the interest rate) or of the Make-Whole Amount on, the NotesPrepayment Settlement Amount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Insituform Technologies Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement21, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in on the interest rate) Notes or of the Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Subsidiary Guaranty or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or NTG 2011 Floating Rate Prepayment Amount and the NTG 2011 LIBOR Breakage Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20. Tortoise MLP Fund, or (D) give to any Inc. Note any preference over any other Note.Purchase Agreement
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement21, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (on the Notes, the Excess Leverage Fee, if such change results in a decrease in the interest rate) any, or of the Make-Whole Amount onAmount, if any, on the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Mettler Toledo International Inc/)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Issuer, the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of (A) Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22 hereof, or any defined term (as it is used in any such Section), and (B) Section 10.1, 10.2 or such corresponding provision of any Supplement)10.3 hereof, will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 18 or 20, or (D) give to any Note any preference over any other Note21.
Appears in 1 contract
Sources: Note Purchase and Guaranty Agreement (Teledyne Technologies Inc)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with Artisan Partners Holdings LP Note Purchase Agreement (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Make‑Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note. A Subsidiary Guaranty may be amended in accordance with the terms thereof.
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 54A, 6 5A, or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, writing and (iib) no such amendment or waiver may, without the written consent of all the Holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment redemption (other than as provided in Sections 8.2 and 8.4 as in effect on the Signing Date), offer to purchase or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections 88 (except as set forth in the third sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20, 20 or (Div) give to subordinate, in right of payment or Lien priority (except as permitted hereunder or the Junior Priority Intercreditor Agreement as of the Signing Date), any Note any preference over any other Noteof the Obligations.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Ocwen Financial Corp)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes Documents and the Notes may be amended, and the observance of any term hereof or of the Notes Documents or the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 44A, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, writing and (iib) no such amendment or waiver may, without the written consent of all the Holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment (other than as provided in Sections 8.2(c) and 8.4 as in effect on the Signing Date), offer to purchase or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 12 or 20, or (D) give to any Note any preference over any other Notethis Section 17.
Appears in 1 contract
Sources: Note Exchange Agreement (Kingstone Companies, Inc.)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, Lincoln Electric Holdings, Inc. Note Purchase Agreement The Lincoln Electric Company
(Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Lincoln Electric Holdings Inc)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Subsidiary Guaranties and the Notes may be amended, and the observance of any term hereof or of the Subsidiary Guaranties or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 hereof or the corresponding provision of any Supplement23 hereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 810, 11(a11.7, 13(a), 11(b13(b), 1214, 17 19 or 2022. The Warrants may be amended, and the observance of any term thereof may be waived (either retroactively or (Dprospectively) give to any Note any preference over any other Noteas provided in the Warrants.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Canargo Energy Corp)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty), except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Prepayment Premium or LIBOR Breakage Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Purchase Agreement (Pool Corp)
Requirements. (a) This Agreement (including any Supplement) Agreement, the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount CH ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Noteholder unless consented to by such holder of Notes Noteholder in writing, and (iib) no such amendment or waiver may, Stepan Company Amended and Restated Note Agreement without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20, 20 or (Div) give to any Note any preference over any other Note.
Appears in 1 contract
Sources: Note Agreement (Stepan Co)
Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplementhereof, or any defined term (as it is used in any such Section or such corresponding provision of any SupplementSection), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Make‑Whole Amount or NTG 2014 Floating Rate Prepayment Amount and the NTG 2014 LIBOR Breakage Amount on, the Notes, (B) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20. Tortoise MLP Fund, or (D) give to any Inc. Note any preference over any other Note.Purchase Agreement
Appears in 1 contract
Requirements. (a) This Agreement (including any Supplement) Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement22, or any defined term (as it is used in any such Section or such corresponding provision of any Supplementtherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount or Modified Make-Whole Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21, 23 or 20, or (D) give to any 24.9. UTI Worldwide Inc. Note any preference over any other Note.Purchase Agreement
Appears in 1 contract