Example ContractsClausesAmendment of Organizational Documents
Amendment of Organizational Documents
Amendment of Organizational Documents contract clause examples

Amendment of Organizational Documents. (i) Change its legal name, # change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), # change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or # otherwise amend, modify or waive any term or material provision of its Organizational Documents in a manner adverse to Lenders unless required by law, in any such case without # giving at least ten (10) days prior written notice of such intended change to Agent (which may be extended or waived in the sole discretion of the Agent), # having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Credit Party and in the Equity Interests of such Credit Party and # in any case under clause (iv), having received the prior written consent of Required Lenders to such amendment, modification or waiver.

Amend, modify or waive any term or provision of its certificate of formation, limited liability company agreement, certificate of incorporation, by-laws, partnership agreement or other applicable documents relating to such Loan Party’s or Subsidiary’s formation or governance, or any shareholders agreement, unless Agent is provided prior five (5) Business Days’ prior written notice of any such amendment, modification or waiver and such amendment, modification or waiver is not materially adverse in any respect to Agent and Lenders.

Amendment of Organizational Documents. In the case of any Loan Party, # change its legal name, # change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), # change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or # otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law, in any such case without # giving at least thirty (30) days prior written notice of such intended change to Agent, # having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Loan Party and in the Equity Interests of such Loan Party (other than DZSI) and # in any case under clause (d), having received the prior written consent of Agent to such amendment, modification or waiver.

Amendment of Organizational Documents. (i) Change its legal name, # change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), # change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or # otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by law or except for any modification that could not reasonably be expected to materially adversely affect the interest of Agent and Lenders, # in any such case without # giving at least thirty (30) days prior written notice of such intended change to Agent and # having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Borrower and in the Equity Interests of such Borrower and # with respect to clause (iv), having received the prior written consent of Agent and Required Lenders to such amendment, modification or waiver.

Amendment of Organizational Documents. The Board of Directors of Company and the requisite number of stockholders shall have approved an amendment to Company’s Organizational Documents to the satisfaction of Purchaser to include customary provisions to ensure that Company does not undergo an “ownership change” within the meaning of Section 382 of the Code, including prohibitions against certain transfers of stock by and to a “5% shareholder” (as defined under Section 382 of the Code).

Amendment of Organizational Documents. (i) Change its legal name, # change its form of legal entity (e.g., converting from a corporation to a limited liability company or vice versa), # change its jurisdiction of organization or become (or attempt or purport to become) organized in more than one jurisdiction, or # otherwise amend, modify or waive any term or material provision of its Organizational Documents unless required by Law, in any such case without # giving at least fifteen (15) days prior written notice of such intended change to Agent (or such lesser time as Agent may agree in its reasonable discretion), # having received from Agent confirmation that Agent has taken all steps necessary for Agent to continue the perfection of and protect the enforceability and priority of its Liens in the Collateral belonging to such Loan Party and that such amendment or modification does not violate the terms and conditions of this Agreement or any of the other Loan Documents.

Organizational Documents. The Seller shall maintain its organizational documents in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its ability to comply with the terms and provisions of any of the Facility Documents.

Organizational Documents. Certified copies of the Certificate of Incorporation and the By-Laws, as amended, of Borrower.

Organizational Documents. Lender shall have received # customary certificates of resolutions or other action, incumbency certificates of Responsible Officers of Borrower evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents and # certificates (including Organizational Documents and good standing certificates) relating to the organization, existence and good standing of Borrower in its jurisdiction of organization, in each case, as certified by the Secretary or an Assistant Secretary of Borrower.

Organizational Documents. A certified copy (certified, where applicable, by the state office in which such documents were filed, and in all other cases by an appropriate representative of the entity) of the following documents for the New Borrower: # the duly executed Limited Liability Company Agreement; # the Certificate of Formation; # resolutions authorizing the execution and delivery of the Loan Documents by New Borrower, certified by an appropriate representative; # an incumbency certificate, including specimen signatures for all individuals executing any of the Loan Documents, certified by the secretary or other appropriate representative; # certificates of good standing from the States of Delaware and Florida; and # all other instruments and documents concerning the formation and existence of New Borrower, and the execution and delivery of the Loan Documents by the New Borrower, Guarantor and Manager, reasonably required by the Administrative Agent.

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