Change in Clause Samples
A "Change in" clause defines the procedures and conditions under which modifications to an agreement, project, or contract may be made. Typically, this clause outlines who has the authority to propose changes, the process for submitting and approving such changes, and any documentation or notice requirements. For example, it may require written consent from both parties before any alterations to the scope of work or terms are valid. The core function of this clause is to ensure that all parties have a clear, agreed-upon process for handling changes, thereby reducing disputes and maintaining control over the contractual relationship.
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Change in law If, by reason of the introduction of any law, or any change in any law, or the interpretation or administration of any law, or in compliance with any request or requirement from any central bank or any fiscal, monetary or other authority:-
15.6.1 any Finance Party (or the holding company of any Finance Party) shall be subject to any Tax with respect to payments of all or any part of the Indebtedness; or
15.6.2 the basis of Taxation of payments to any Finance Party in respect of all or any part of the Indebtedness shall be changed; or
15.6.3 any reserve requirements shall be imposed, modified or deemed applicable against assets held by or deposits in or for the account of or loans by any branch of any Finance Party or its direct or indirect holding company; or
15.6.4 any ratio (whether cash, capital adequacy, liquidity or otherwise) which any Finance Party or its direct or indirect holding company is required or requested to maintain shall be affected; or
15.6.5 there is imposed on any Finance Party (or on the direct or indirect holding company of any Finance Party) any other condition in relation to the Indebtedness or the Security Documents; and the result of any of the above shall be to increase the cost to any Bank (or to the direct or indirect holding company of any Bank) of that Bank making or maintaining its Commitment or its Drawing, or to cause any Finance Party to suffer (in its reasonable opinion) a material reduction in the rate of return on its overall capital below the level which it reasonably anticipated at the date of this Agreement and which it would have been able to achieve but for its entering into this Agreement and/or performing its obligations under this Agreement, the Finance Party affected shall notify the Agent and, on demand to the Borrowers by the Agent, the Borrowers shall from time to time pay to the Agent for the account of the Finance Party affected the amount which shall compensate that Finance Party or the Agent (or the relevant holding company) for such additional cost or reduced return. A certificate signed by an authorised signatory of the Agent or of the Finance Party affected setting out the amount of that payment and the basis of its calculation shall be submitted to the Borrowers and shall be conclusive evidence of such amount save for manifest error or on any question of law.
Change in. Control occurs if any of the following events occurs during the Term of this Agreement:
(1) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of the merger, consolidation or reorganization less than 55% of the combined voting power of the then-outstanding Voting Stock of the other corporation or person immediately after the transaction is held in the aggregate by the holders of Voting Stock of the Company immediately prior to the transaction;
(2) The Company sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and as a result of the sale or transfer less than 55% of the combined voting power of the then-outstanding Voting Stock of the acquiring corporation or person immediately after the sale or transfer is held in the aggregate (directly or through ownership of Voting Stock of the Company or a Subsidiary) by the holders of Voting Stock of the Company immediately prior to the sale or transfer;
(3) A report is filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Exchange Act disclosing that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding Voting Stock of the Company. However, unless otherwise determined by majority vote of the Board, a Change-in-Control does not occur solely because (A) the Company, (B) a Subsidiary, or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company or a Subsidiary either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D or Schedule 14D-l disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20% or otherwise;
(4) During a period of two consecutive years, individuals who at the beginning of the period constitute the Directors of the Company cease for any reason to constitute at least a majority of the Directors of the Company. However, for purposes of this clause, each Director who is first elected, or first nominated for election by the Company’s stockholders, by a vote of at least two-thirds of the Directors of the Company (...
Change in. CLASSIFICATION All positions to be reclassified shall be reclassified in accordance with the Joint Gender Neutral Job Evaluation Maintenance Agreement.
Change in. CIRCUMSTANCES .......................................................................43 SECTION 7.01 Increased Cost and Reduced Return .....................................................43 SECTION 7.02 Taxes .....................................................................................................44 SECTION 7.03 Mitigation Obligations ..........................................................................48 ARTICLE VIII MISCELLANEOUS ............................................................................................48 SECTION 8.01 Notices ..................................................................................................48 SECTION 8.02 No Waivers ...........................................................................................48 SECTION 8.03 Expenses; Indemnification; Non-Liability of the LC Issuer .................49 SECTION 8.04 Amendments and Waivers ....................................................................50 SECTION 8.05 Successors and Assigns .........................................................................50 SECTION 8.06 New York Law ......................................................................................51 SECTION 8.07 Judicial Proceedings ..............................................................................51 SECTION 8.08 Counterparts; Integration; Headings .....................................................52 SECTION 8.09 Confidentiality ......................................................................................52
Change in. In the case of an employee who is on active claim arising from a disability which occurred before a negoti- ated change in benefits and which continues thereafter, the said employee shall, as from the effective date of the negotiated change, be paid the changed Weekly Indem- nity benefit, be covered for the changed Group Term Life Insurance and Accidental Death and Dismemberment Insurance, and make the changed contributions.
Change in. Where a same Day assignment becomes an overnight stay the terms of Article apply. Clarification for what constitutes an overnight stay for those Employees who regularly work a night shift can be found in article
Change in. Household Size
(a) The number of persons in a member's household may change. The member must give prompt written notice of any such change to the co-op office. If the household size has changed, the notice must give the names of the persons joining or leaving the household. Members must agree to a credit check of any new person in their household. The new person must sign a consent if the co-op asks for it. Members and any new persons must also give the co-op any other reasonable information which the co-op asks for. Members must give the notice, consent and other information promptly.
(b) The maximum number of persons who can live in each unit type is as per the current municipal standards.
(c) The minimum number of persons who can live in each unit type is: $ one-bedroom 1 person $ two-bedroom 1 person $ three-bedroom 2 persons $ four-bedroom 3 persons. These are the "Minimum Occupancy Standards".
(d) If a member's household does not meet these standards, the board will normally require the household to move to a unit of the proper size. If the co-op has an available unit of the proper size, the board will put the member at the top of the internal waiting list for that type of unit. The member may refuse a maximum of two units offered. However, the board can decide not to require the household to move if: $ the situation is temporary, or $ the board decides that there are special circumstances that justify letting the household stay in the unit.
(e) If the board is going to consider a resolution to require the member to move, it must give the member a minimum of ten days written notice of the meeting at which the board will discuss/decide the matter.
(f) The member can attend and speak at the board meeting, or have a representative speak. The representative can be a lawyer or another person. The board must deliver its decision in writing to the member. The member cannot appeal the board=s decision.
(g) The board can evict the member if: $ the member does not accept any of the units offered, or $ the board decides not to put the member on the internal waiting list because the size of the household is greater than the co-op=s ability to house it. The board must use the procedures stated in Article 9 of this By-law. However, the board can decide not to evict the member if: $ the situation is temporary, or $ the board decides that there are special circumstances that justify letting the household remain in the unit.
(h) If the board decides to evict the memb...
Change in. CAPITALIZATION Subject to any required action by the shareholders of the Company, the number of shares of common stock covered by each outstanding Warrant and the number of shares of common stock which have been authorized for issuance under this Agreement, as well as the price per share of common stock covered by each such Warrant, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration."
Change in. Shareholding You shall not without first obtaining the prior written consent of the Bank, allow any change in its existing shareholders or their respective shareholdings, failing, which the Bank may declare the banking facilities to be canceled and all indebtedness to be immediately due and payable.
Change in. Control: The consummation of a reorganization, merger or consolidation by the Borrower or the sale or other disposition of all or substantially all of the assets of the Borrower (a "Business Combination"), unless, following such Business Combination, (i) no person or entity (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Borrower or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation (except to the extent that such ownership existed prior to the Business Combination); and (ii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the board of directors of the Borrower as of the time of the action of the board of directors of the Borrower providing for such Business Combination. Citibank: Citibank, N.A., a national banking association. Closing Date: The date (not before June 6, 2014) on which all conditions precedent set forth in Section 4 are satisfied or waived by all Lenders or, in the case of subsection 4.1(g), waived by the person entitled to receive such payment. Code: The Internal Revenue Code of 1986, as amended, and Regulations promulgated thereunder.