Amendment; Waiver of Past Defaults and Termination Sample Clauses

Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Per Share Underlying Value" of the Up-MACRO Tradeable Shares or any constituent defined terms that are a part of the foregoing defined term; or (ii) to modify the rule that one Up-MACRO Tradeable Share shall be issued for each Up-MACRO Holding Share that is deposited into the Up-MACRO Tradeable Trust.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up-MACRO Underlying Value," "Down-MACRO Underlying Value," "Up-MACRO Income Distribution Payment," "Down-MACRO Income Distribution Payment," "Up-MACRO Settlement Payment," "Down-MACRO Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; or (ii) to modify the number of Paired Holding Shares that constitute a MACRO Unit. In addition, no amendments shall be voted upon or declared effective and no consents with respect to any matter under this Trust Agreement shall be sought during any period when less than a Majority of the Outstanding Up-MACRO Holding Shares are held by the Up-MACRO Tradeable Trust.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up Underlying Value," "Down Underlying Value," "Up Income Distribution Payment," "Down Income Distribution Payment," "Up Settlement Payment," "Down Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; or (ii) to modify the relative proportion of Up MacroShares and Down MacroShares that constitute a MacroShares Unit, which shall always be 1:1.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement may be amended from time to time by the Depositor and the Trustee without the consent of the Holders of Up-MACRO Holding Shares (i) to cure any ambiguity or to correct or supplement any provision which may be defective or inconsistent with any other provision of this Trust Agreement, the Down-MACRO Holding Trust Agreement, the Up-MACRO Tradeable Trust Agreement or the Down-MACRO Tradeable Trust Agreement, (ii) to modify any provision or add a provision to this Trust Agreement to conform it to the description of the terms of the Up-MACRO Holding Shares contained in the Prospectus, (iii) to add to the covenants, restrictions or obligations of any entity under this Trust Agreement for the benefit of the Holders of the Up-MACRO Holding Shares or to modify any provisions of this Trust Agreement, (iv) to evidence and provide for the acceptance of appointment hereunder of a Successor Trustee, and (v) to comply with any requirements imposed by the Code, or any securities laws; provided that an opinion in form and substance satisfactory to the Depositor that such amendment will not cause the Up-MACRO Holding Trust to be treated as an association taxable as a corporation is delivered in connection with any amendment referenced in clause (iii) or clause (v) above.
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Amendment; Waiver of Past Defaults and Termination. 80 Section 15.2 Registration (Initial and Continuing) of Down MacroShares; Certain Securities Law Filings 83 Section 15.3 Prospectus Delivery 83 Section 15.4 Protection of Right, Title and Interest to Trust Assets 83 Section 15.5 Limitation on Rights of Holders of the Down MacroShares 84 Section 15.6 Certain Rights of Holders of Down MacroShares; Voting 85 Section 15.7 MacroShares Licensing Agreement 85 Section 15.8 Governing Law; Jurisdiction 85 Section 15.9 Notices 85 Section 15.10 Severability of Provisions 87 Section 15.11 Down MacroShares Nonassessable and Fully Paid 87 Section 15.12 Further Assurances 87 Section 15.13 Non-Petition Covenant; No Proceedings 87 Section 15.14 No Waiver; Cumulative Remedies 88 Section 15.15 Counterparts 88 Section 15.16 Third-Party Beneficiaries 88 Section 15.17 Actions or Notices by Holders of the Down MacroShares 88 Section 15.18 Merger and Integration 88 Section 15.19 Headings 88 iv EXHIBITS EXHIBIT A FORM OF DOWN MACROSHARE EXHIBIT B FORM OF INCOME DISTRIBUTION AGREEMENT EXHIBIT C FORM OF SETTLEMENT CONTRACT EXHIBIT D FORM OF PARTICIPANTS AGREEMENT EXHIBIT E FORM OF MACROSHARES LICENSING AGREEMENT EXHIBIT F FORM OF STANDARD & POOR'S SUBLICENSING AGREEMENT EXHIBIT G MARKETING AGENT DUTIES EXHIBIT H AFFILIATED PERSON VERIFICATION GUIDELINES This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], 2008 (this "Trust Agreement"), is hereby entered into among MACROSHARES HOUSING DEPOSITOR, LLC, a Delaware limited liability company, as depositor (the "Depositor"), STATE STREET BANK AND TRUST COMPANY, N.A., not in its individual capacity but solely as trustee (the "Trustee"), MACROMARKETS LLC, not in its individual capacity but solely as administrative agent (in such capacity, the "Administrative Agent"), and MACRO FINANCIAL, LLC, as marketing agent (in such capacity, the "Marketing Agent").
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement may be amended from time to time by the Depositor and the Trustee without the consent of the Holders of Down-MACRO Holding Shares
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up Income Distribution Payment," "Down Income Distribution Payment," "Up Settlement Payment," "Down Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; (ii) to modify the formula in the Income Distribution Agreement and the Settlement Contracts pursuant to which the combined assets of the Paired Trusts are allocated between the Up Trust and the Down Trust on each Distribution Date, Redemption Date, an Early Termination Date or the Final Scheduled Termination Date or (iii) to modify the proportion of 1:1 of Up MacroShares and Down MacroShares that constitute a Macro Unit.
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Amendment; Waiver of Past Defaults and Termination. 82 Section 15.2 Registration Initial and Continuing)of Down MacroShares; Certain Securities Law Filings 82 Section 15.3
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up-MACRO Underlying Value," "Down-MACRO Underlying Value," "Up-MACRO Income Distribution Payment," "Down-MACRO Income Distribution Payment," "Up-MACRO Settlement Payment," "Down-MACRO Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; or (ii) to modify the number of Paired Holding Shares that constitute a MACRO Unit.
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Related to Amendment; Waiver of Past Defaults and Termination

  • Waiver of Past Defaults The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

  • Waiver of Past Default Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes representing not less than a majority of the principal amount of the Notes Outstanding, voting as a group, may waive any past Default or Event of Default and its consequences except a Default or Event of Default (a) in the payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

  • Waiver of Past Defaults and Events of Default Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

  • TERM, MODIFICATION AND TERMINATION OF AGREEMENT This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that the obligation of the Trust to reimburse the Adviser with respect to a Fund shall survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.

  • Direction of Proceedings and Waiver of Defaults by Majority of Noteholders The Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders or otherwise be unduly prejudicial to the Noteholders not joining therein and (d) the Trustee may decline to take any action that would involve the Trustee in personal liability. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or each Note affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.07, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

  • Amendment; Waiver and Termination This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

  • Direction of Proceedings and Waiver of Defaults by Majority of Holders The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities by this Indenture; provided, however, that (subject to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such direction if the Trustee shall determine upon advice of counsel that the action or proceeding so directed may not lawfully be taken or would be materially and unjustly prejudicial to the rights of Holders not joining in such direction or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Debt Securities of all series not joining in the giving of said direction, it being understood that (subject to Section 8.01) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are duly prejudicial to such Holders. The Trustee may take any other action deemed proper by the Trustee not inconsistent with such direction. Subject to Section 7.01, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt Securities of such series waive any past default or Event of Default hereunder and its consequences except a default in the payment of principal of or premium, if any, or interest on such Debt Securities, or a default in the making of any sinking fund payment with respect to such Debt Securities. Upon any such waiver the Company, the Trustee and the Holders of such Debt Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default shall have been waived as permitted by this Section 7.07, said default or Event of Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been cured and to be not continuing. This Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act of 1939 and such Sections 316(a)(1)(A) and Section 316(a)(1)(B) are hereby expressly excluded from this Indenture, as permitted by the Trust Indenture Act of 1939.

  • Amendment, Suspension and Termination To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely effect the Award in any material way without the prior written consent of the Participant.

  • Waiver of Past Events of Servicing Termination The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account in accordance with this Agreement. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived.

  • TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.16 are not fulfilled, and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13.

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