Restatements Clause Samples
A Restatements clause allows parties to formally reaffirm or update the terms of an agreement, often to reflect changes in circumstances or to clarify existing obligations. In practice, this clause may require that any modifications or reiterations of the contract be documented in writing and agreed upon by all parties, ensuring that the most current version of the agreement is clear and enforceable. Its core function is to prevent misunderstandings or disputes by ensuring that all parties are operating under the same, up-to-date set of terms.
Restatements. Each Lender and the Administrative Agent hereby acknowledge and agree that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or the interpretation thereof or purchase accounting adjustments and that such restatements on their own will not result in a Default or Event of Default under the Loan Documents.
Restatements. (i) If a Restatement occurs on or before the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off"), then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares.
(ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of ...
Restatements. Any officer of the Trust is authorized from time to time to restate this Declaration into a single instrument to reflect all amendments hereto made in accordance with the terms hereof. The Certificate of Trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of the Secretary of the State of Delaware or upon such future date as may be stated therein.
Restatements. If a Restatement occurs, Company shall deliver to ▇▇▇▇▇▇▇▇ a Restatement Notice within three (3) Business Days of such Restatement.
Restatements. A restated Agreement, setting forth the terms hereof, as amended to the time of execution, may be executed at any time and from time to time by ONE JIB.
Restatements. A restated trust agreement, setting forth the terms hereof, as amended to the time of execution, may be executed at any time and from time to time by the parties hereto. No such execution of a restated trust agreement shall be deemed to constitute a termination and/or resettlement of the Funds. Any accidental or inadvertent omission of any amendment hereto from any such restated trust agreement shall not affect the validity thereof but such omission shall be deemed to form a part of such restated Trust Agreement.
Restatements. This Guaranty amends and restates that certain Guaranty Agreement dated as of May 30, 2003, executed by Guarantor for the benefit of Lender in its entirety.
Restatements. The Restatement (Second) Trusts in section 337 cmt. L, states “If by the terms of the trust…….the interest of one or more beneficiaries is made inalienable by him, the trust will not be terminated …..although all the beneficiaries desire to terminate it or one beneficiary acquires the whole beneficial interest and desires to terminate it.” The Restatement (Third) Trusts takes a contrary position. Section 65 cmt. e states “……spendthrift restrictions are not sufficient in and of themselves to establish, or to create a presumption of, a material purpose that would prevent termination by consent of all of the beneficiaries… A spendthrift clause may be included as a routine or incidental provision of a trust (unimportant or even unknown to the settlor)… ” Massachusetts cases have taken the position that early termination of a trust upon the request of the beneficiary(ies) will frustrate a material purpose of the settlor. In the leading case of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 149 Mass. 19 (1889) (provided), the Court held early termination of a trust would run counter to the testator’s intentions. In this case, the trust provided that upon attaining ages 21 and 25 the beneficiary would receive $10,000 and at age 30 the trust would terminate and be distributed to him. After attaining age 21 but before attaining age 25 the beneficiary petitioned for termination of the trust. The petition for termination was denied and the beneficiary appealed. The Court upheld the decision 099998‐000523 ACTIVE/131269131.2 denying the beneficiary’s request to terminate the trust. In its opinion the Court noted that the beneficiary’s interest in the trust was vested and absolute and that no other person had an interest in it. Even though the beneficial interest was fully vested the Court held that the testator’s purpose in creating the trust had not been fulfilled and there was no reason why the intention of the testator should not be carried out. Interestingly, the trust did not have a spendthrift clause, but the Court noted the fact that the testator did not impose all possible restrictions on the beneficiary’s interest is no reason not to carry out the testator’s intention. In West V. Third National Bank of Hampden County, 11 Mass. App. Ct. 577 (1981), the Court reversed a lower court decision approving early termination of a trust. (provided) As noted MUTC Section 411 does not adopt the Unform Act’s provision that a spendthrift clause is not a material purpose. The MUTC Committee’s comments...
Restatements. The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act, and Section 1839 of Title 18 of the United States Code (18 U.S.C. § 1839).
Restatements. (a) If a Restatement occurs at any time following any Closing Date or the closing of any exercise of a Warrant, the Company shall deliver to Purchaser and each Holder (as defined in each such Warrant) a written notice in the form attached hereto as Annex D (a "Restatement Notice") within three (3) Business Days of each Restatement, stating the date on which a Restatement has occurred and including the documents in which the Restatement was publicly disclosed.