Amended Organizational Documents Sample Clauses

Amended Organizational Documents. The execution and delivery of amended or amended and restated (as applicable) limited liability company and limited partnership agreements of each General Partner and each Owner, the form and substance of which shall be mutually agreed to the Parties and shall comply with the requirements of the Loan Documents and any conditions to amend or amend and restate set forth in the existing Owner Organizational Documents. Seller shall have the right to extend the Closing Date for up to ninety (90) days to endeavor to (i) cause a Seller’s Warranty that is subject to an Exception Matter to be true and correct in accordance with Section 3.3(b) of this Agreement, (ii) cure a Title Exception in accordance with Section 5.3(b) of this Agreement, or (iii) satisfy any of the Closing conditions set forth in Section 6.1 of this Agreement. Purchaser shall have the right to extend the Closing Date for a reasonable amount of time necessary to satisfy the lender’s closing requirements in respect of the Loan, but such extension shall not exceed ninety (90) days in the aggregate. Subject to each Party’s right to extend the Closing Date as set forth above, if at Closing any of the conditions specified in Sections 6.1 and 6.2 have not been satisfied or (if waivable) waived by the applicable Party, then Purchaser with respect to Section 6.1 and Seller with respect to Section 6.2, may, at such Party’s sole option, deliver to Purchaser or Seller, as the case may be, a written cancellation notice terminating this Agreement and, upon such Party’s receipt of the cancellation notice, this Agreement shall terminate, the Deposit will be paid to the Party entitled thereto as provided in this Agreement, and the Parties will be mutually released from all liabilities and obligations hereunder, save and except Purchaser will continue to be liable for the Surviving Obligations. If a failure of a condition set forth in Section 6.1(a) or (b) is as a result of Seller’s intentional or willful default then the provisions of Section 10.1(b) shall govern. If a failure of a condition set forth in Section 6.2(a) is as a result of Purchaser’s willful default then the provisions of Section 10.1(a) shall govern.
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Amended Organizational Documents. The execution and delivery of amended or amended and restated (as applicable) limited liability company and limited partnership agreements of each General Partner and each Owner, the form and substance of which shall be mutually agreed to the Parties and shall comply with the requirements of the Loan Documents.
Sample 1Sample 2
Amended Organizational Documents. The Bylaws of the Company shall have been amended and restated, effective immediately upon or immediately after the Closing and in a form reasonably acceptable to the Buyer, to the effect set forth under the heading "Amended and Restated Bylaws" in the Supplemental Letter.
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Amended Organizational Documents. The Board of Directors of the Company shall have duly authorized the issuance of the Preferred Shares pursuant to the Certificate of Designations as described in Section 3.1.
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Amended Organizational Documents. The execution and delivery of amended or amended and restated (as applicable) limited liability company and limited partnership agreements of each General Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner and each Owner, the form and substance of which shall be mutually agreed to the Parties and shall comply with the requirements of the Existing Loan Documents and the Loan Documents.
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Amended Organizational Documents. At or prior to the Merger Effective Time, the shareholders of the Company shall have adopted the Amended Organizational Documents in a form to be mutually agreed upon by the Parties.
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Amended Organizational Documents. The Board of Directors of the Company shall have duly authorized the issuance of the Preferred Shares on the terms set forth in the Certificate of Designations attached hereto as Exhibit 3.1(a) and the issuance of the Warrants on the terms set forth in the form of Warrant attached hereto as Exhibit 3.1(b). The Board of Directors shall have adopted a resolution setting forth the proposed amendment to the Company's Restated Certificate of Incorporation to eliminate the provision set forth in Section 4 thereof restricting the preferential amount payable with respect to preferred shares in the event of an involuntary liquidation and directing that such proposed amendment be considered at the next annual shareholders meeting, if it has not been approved prior to such annual meeting by the written consent of the shareholders.
Sample 1
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Related to Amended Organizational Documents

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Fiscal Year; Organizational Documents The Credit Parties will not permit any Consolidated Party to change its fiscal year or amend, modify or change its articles of incorporation or organization (or corporate charter or other similar organizational document) or bylaws or operating agreement (or other similar document) in any manner adverse to the Lenders without the prior written consent of the Required Lenders.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

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