Example ContractsClausesAmendments of Organization Documents
Amendments of Organization Documents
Amendments of Organization Documents contract clause examples

Amendments of Organization Documents. Amend any of its Organization Documents which would be materially adverse to the Lenders.

. Permit any [[Loan Party:Organization]] to # amend, modify, waive or change its Organization Documents in a manner materially adverse to the Lenders or in a manner that permits any Person (other than Thomas G. Cousins) to, at any time, own more than 25% of the voting equity securities of the , or # create, acquire or permit to exist or permit or cause any of their Subsidiaries to create, acquire or permit to exist, any Foreign Subsidiaries, except to the extent that the assets held in such Foreign Subsidiaries constitute less than 10% of Total Assets.

Organization Documents, Resolutions, Etc. Receipt by the Domestic Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Domestic Administrative Agent and its legal counsel:

Change its fiscal year unless such change is not adverse in any respect to the Lenders.

Amendments of Organization Documents and Certain Other Agreements. Amend, modify or otherwise alter # any of its Organization Documents in any manner that would conflict with its obligations under the Loan Documents or # the instrument or agreement governing any Indebtedness that is subordinated to the Obligations if such amendment, modification or alteration is in violation of the Customary Intercreditor Agreement entered into with respect thereto.

Amendments of Organization Documents and the Master Lease. Amend, modify or supplement any of its Organization Documents or the Master Lease, except for such amendments, modifications or supplements that could not reasonably be expected # to be materially adverse to the rights of the Administrative Agent or the Lenders or, # in the case of the Master Lease, to materially decrease the economic benefit or other rights that any Loan Party would have otherwise received pursuant to such 885707.04-LACSR02A - MSW

Amendments to Security Documents. Except to the extent otherwise expressly set forth in the Guarantee and Security Agreement or the other Loan Documents, no Security Document nor any provision thereof may be waived, amended or modified, nor may the Liens granted under the Guarantee and Security Agreement be spread to secure any additional obligations (excluding # any increase in the Loans and Letters of Credit hereunder pursuant to a Commitment Increase under [Section 2.08(e), (y)])] any increase in any Other Secured Indebtedness or Shorter Term Secured Indebtedness permitted hereunder and # the spreading of such Liens to any Designated Indebtedness or Hedging Agreement Obligations (as defined in the Guarantee and Security Agreement) as provided for in the Guarantee and Security Agreement), except pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required ; provided that, # except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the from their respective obligations under the Security Documents and # except as otherwise expressly permitted by the Loan Documents, without the written consent of each Lender and each Issuing Bank, no such agreement shall release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to all or substantially all of the collateral security provided thereby, except that no such consent shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement to, and in addition to the rights of such parties under the Guarantee and Security Agreement, the Administrative Agent and the Collateral Agent under the Guarantee and Security Agreement may, # release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transaction) or a disposition to which the Required or the required number or percentage of have consented (and such Lien shall be released automatically # to the extent provided in [Section 10.03] of the Guarantee and Security Agreement and # to the extent permitted hereunder in connection with any property becoming subject to a participation or repurchase transaction), and # release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary”, becomes an Excluded Asset or an Immaterial Subsidiary or is otherwise no longer required to be a “Subsidiary Guarantor” (including, without limitation, because it ceases to be consolidated on the Borrower’s financial statements).

Amendments to Organizational Documents. Amend, modify or change its certificate or articles of incorporation (including by the filing or modification of any certificate or articles of designation), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents), as applicable, in each case, in any manner materially adverse to the interests of the Lenders (taken as a whole); provided that, in each case, a certificate of the delivered to the Administrative at least five Business Days prior to such amendment or other modification, together with a reasonably detailed description of such amendment or modification, stating that the has reasonably determined in good faith that such terms and conditions satisfy such foregoing requirement shall be conclusive evidence that such terms and conditions satisfy such foregoing requirement unless the Administrative notifies the within such five Business Day period that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees).

Section # Amendments of Organization Documents 90

Organization. The Parties shall create an operating committee (the “Operating Committee”) and shall each appoint one (1) employee to the Operating Committee for the Term. The Operating Committee will oversee the implementation and application of this Agreement and shall at all times reasonably and in good faith attempt to resolve any dispute between the Parties. Each of the Parties shall have the right to change its Operating Committee member at any time with employees of comparable knowledge, expertise and decision-making authority.

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