Certain Modifications. Notwithstanding anything to the contrary contained in this Section 4 or in any other Section of this Agreement, Good Reason shall not be deemed to occur, and the Corporation shall not be deemed in violation of any provision of this Agreement, upon any change in duties or responsibilities of the Executive that is a result of a modification of the organizational structure of the Corporation.
Certain Modifications. After the Distribution Date, if the holder of a Company Option is an employee, director, officer or consultant of MAPICS and if MAPICS shall modify the vesting schedule, exercise period or both for a Company Option outstanding on the Distribution Date, Marcam Solutions shall cause the Marcam Solutions Option granted pursuant to Section 3.04(b) with respect to such Company Option to be modified in the same manner; provided, however, that Marcam Solutions shall not be obligated to make any such modification if such modification would result in a charge to Marcam Solutions' earnings or a loss of a tax deduction by Marcam Solutions as a result of limits imposed by Section 162(m) of the Code, or require an amendment requiring approval of its stockholders to any Marcam Solutions Stock Plan. After the Distribution Date, if the holder of a Marcam Solutions Option is an employee, director, officer or consultant of Marcam Solutions and if Marcam Solutions shall modify the vesting schedule, exercise period or both for a Marcam Solutions Option granted pursuant to Section 3.04(b) with respect to a Company Option outstanding on the Distribution Date, MAPICS shall cause such Company Option to be modified in the same manner; provided, however, that MAPICS shall not be obligated to make any such modification if such modification would result in a charge to MAPICS' earnings or a loss of a tax deduction by MAPICS as a result of limits imposed by Section 162(m) of the Code, or require an amendment requiring approval of its stockholders to any Company Stock Option Plan. Each of MAPICS and Marcam Solutions shall promptly notify the other in writing of the occurrence of any modification that requires the other to make a modification pursuant to this Section 3.04(c), and the other shall make such required modification as soon as reasonable practicable after receipt of such written notice but in any event within sufficient time so that the option holder's rights are not adversely effected.
Certain Modifications. FNB and Integrity shall consult with each other with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and Integrity shall make such modifications or changes to its policies and practices, if any, prior to the Effective Time, as may be mutually agreed upon. FNB and Integrity also shall consult with each other with respect to the character, amount and timing of restructuring and Merger-related expense charges to be taken by each of them in connection with the transactions contemplated by this Agreement and shall take such charges in accordance with GAAP as may be mutually agreed upon by them. The representations, warranties and covenants of each of FNB and Integrity contained in this Agreement shall not be deemed to be inaccurate or breached in any respect as a consequence of any modifications or charges undertaken by reason of this Section 6.9.
Certain Modifications. The Issuer and the other Issuer Group Members shall not amend or modify the provisions of the Indenture, to the extent directly pertaining to the Services, without the consent of the Cash Manager, whose consent shall not unreasonably be withheld.
Certain Modifications. FNB and United shall consult with each other with respect to their loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and United shall make such modifications or changes to its policies and practices, if any, prior to the Effective Time, as may be mutually agreed upon. FNB and United also shall consult with each other with respect to the character, amount and timing of restructuring and Merger-related expense charges to be taken by each of them in connection with the transactions contemplated by this Agreement and shall take such charges in accordance with GAAP as may be mutually agreed upon by them. The representations, warranties and covenants of each of FNB and United contained in this Agreement shall not be deemed to be inaccurate or breached in any respect as a consequence of any modifications or charges undertaken by reason of this Section 6.9.
Certain Modifications. Notwithstanding anything to the contrary contained in these By-laws, the following actions taken either directly or indirectly by the Board shall require the affirmative vote of not less than 75% of the Whole Board: (i) any change in the size of the Board; and (ii) any proposal to amend these By-laws to be submitted to the stockholders of the Corporation by the Board.
Certain Modifications. 38 8.15 Centura Merger Subsidiary Organization......................................38 ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE...........................................................................39 9.1 Conditions to Obligations of Each Party.....................................39 9.2 Conditions to Obligations of Centura........................................40 9.3 Conditions to Obligations of Triangle.......................................41 ARTICLE 10 - TERMINATION................................................................42 10.1 Termination.................................................................42 10.2
Certain Modifications. Centura and Triangle shall consult with respect to their loan, litigation, and real estate valuation policies and practices (including loan classifications and levels of reserves) and Triangle shall make such modifications or changes to its policies and practices, if any, prior to the Effective Time, as may be mutually agreed upon. Centura and Triangle also shall consult with respect to the character, amount, and timing of restructuring and Merger-related expense charges to be taken by each of the Parties in connection with the transactions contemplated by this Agreement and shall take such charges in accordance with GAAP as may be mutually agreed upon by the Parties. Neither Party's representations, warranties, and covenants contained in this Agreement shall be deemed to be inaccurate or breached in any respect as a consequence of any modifications or charges undertaken solely on account of this Section 8.14.
Certain Modifications. Pursuant to the terms of the Merger Agreement, effective on or after January 1, 2019, UTC may modify the compensation and benefits provided to certain employees who were employees of B/E Aerospace, Inc. and its subsidiaries as of April 13, 2017 (“Legacy B/E Aerospace Employees”), to make the compensation and benefits provided to such Legacy B/E Aerospace Employees substantially comparable in value, in the aggregate, to those provided to other similarly situated employees of the Company and its subsidiaries (other than such Legacy B/E Aerospace Employees) immediately prior to the completion of the Merger. Notwithstanding anything in this Agreement to the contrary, Good Reason shall not include any modification to your compensation and benefits in accordance the terms of the Merger Agreement (if applicable), as described in the preceding sentence.
Certain Modifications. Notwithstanding anything to the contrary contained in these By-laws, until July 1, 2001, the following actions taken either directly or indirectly by the Board of Directors shall, when a quorum is present, require the affirmative vote of not less than seventy-five percent of the directors voting at a meeting for which proper notice of the actions taken was duly given: (i) any change in the size of the Board of Directors or in the size of any class of directors; (ii) any change in the composition or power and authority of the Executive Committee of the Board of Directors or the chairmanship thereof; (iii) any change or amendment to these By-laws; and (iv) any proposals to be submitted to the stockholders of the Corporation by the Board of Directors. From and after July 1, 2001, any of the actions set forth in clauses (i) through (iv) of the immediately preceding sentence may be taken upon the affirmative vote of the number of directors which shall constitute, under the terms of these By-laws, the action of the Board of Directors.
