ENTRENCHED PROVISIONS Sample Clauses

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ENTRENCHED PROVISIONS. Each of Funding, the Master Issuer and the Security Trustee acknowledge and agree that Funding may from time to time enter into New Intercompany Loan Agreements and that the obligation of Funding to repay the Term Advances made under this Agreement will rank pari passu with the obligations of Funding to repay any such other loans made under such New Intercompany Loan Agreements. If Funding intends to enter into a New Intercompany Loan Agreement then the provisions of this Agreement may be varied (with the consent of the parties to this Agreement to the extent necessary to reflect the terms of such New Intercompany Loan Agreement) PROVIDED THAT no variation shall be made to any of the following terms without the prior written consent of the Funding Secured Creditors and the Rating Agencies: (a) the determination of the Term Advance Rates of Interest; (b) Clause 5 (Limited Recourse); (c) Clause 10 (Taxes); and (d) Clause 19.5 (Security Trustee).
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ENTRENCHED PROVISIONS. Each of Funding, the Issuer and the Security Trustee acknowledge and agree that Funding may from time to time enter into New Intercompany Loan Agreements subject to the provisions of Clause 2 (The Intercompany Loans) of these Intercompany Loan Terms and Conditions. If Funding intends to enter into a New Intercompany Loan Agreement then the provisions of these Intercompany Loan Terms and Conditions may be varied (with the consent of the parties to these Intercompany Loan Terms and Conditions) in the Intercompany Loan Confirmation to the extent necessary to reflect the terms of that New Intercompany Loan PROVIDED THAT no variation shall be made to any of the following terms without the prior written consent of the Funding Secured Creditors and the Rating Agencies: (a) the Payment Dates; (b) Clause 4 (Limited Recourse); (c) Clause 9 (Taxes); and (d) Clause 18.5 (Security Trustee).
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ENTRENCHED PROVISIONS. Notwithstanding anything to the contrary in the AGREEMENT or the Articles of Association of the COMPANY contained, no decision shall be made and no action shall be taken in regard to any matter set forth hereafter by the COMPANY or by any director except in terms of an unanimous resolution of the full BOARD, in the absence whereof the matter in issue shall be referred for decision to a properly convened and constituted general meeting of the and which shall require the unanimity of the SHAREHOLDERS [save where there are more than 2 (two) SHAREHOLDERS, in which event it shall require the approval of members holding in the aggregate not less than 75% (seventy-five per centum) of the total issued share capital of the COMPANY] to be effective:- 21.1 any variation, amendment or alteration to the memorandum or articles of association of the COMPANY or the capital structure thereof save as may be provided in the to the contrary; 21.2 the voluntary liquidation of the COMPANY; 21.3 any material change in the accounting policy as used for the audited financial statements of the COMPANY; 21.4 the issue of any shares (or convertible instruments of debt - irrespective of the format thereof) by the COMPANY, whether or not pursuant to a rights issue or the creation of any share trust or otherwise; 21.5 the acquisition or incorporation by the COMPANY of any direct or indirect subsidiaries; 21.6 the cessation or variation of any material aspect of the business of the COMPANY; 21.7 the granting of any share options or the conclusion of any profit-sharing arrangements by the COMPANY not identified in the annual business plan and budget such as, inter alia, bonus and other staff incentive schemes; 21.8 the appointment or removal of the AUDITORS save for the initial appointment as provided in clause 13.1 supra; 21.9 the appointment and removal of any director of the COMPANY; 21.10 the appointment and removal of any member of any Executive Committee; 21.11 the DISPOSITION of any major asset of the COMPANY; 21.12 the listing of the COMPANY on any recognised Stock Exchange; 21.13 the repayment of any LOAN ACCOUNT in the absence of any written agreement to the contrary; and 21.14 the DISPOSITION of the controlling interest in any SHAREHOLDER as provided in clause 23.3 infra.
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ENTRENCHED PROVISIONS. Each of Funding, the Issuer and the Security Trustee acknowledge and agree that Funding may from time to time enter into New Intercompany Loan Agreements subject to the provisions of Clause 2 (The Intercompany Loans) of these Intercompany Loan
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ENTRENCHED PROVISIONS. Each of Funding 1, the Issuer, the Issuer Security Trustee and the Funding 1 Security Trustee acknowledge and agree that Funding 1 may from time to time enter into New Intercompany Loan Agreements and that the obligations of Funding 1 to repay Loan Tranches made under this Agreement will rank pari passu with the obligations of Funding 1 to repay any such other loans made under such New Intercompany Loan Agreements. If Funding 1 intends to enter into a New Intercompany Loan Agreement then the provisions of this Agreement may be varied (with the consent of the parties to this Agreement to the extent necessary to reflect the terms of such New Intercompany Loan Agreement) in accordance with clause 12 of the Funding 1 Deed of Charge PROVIDED THAT no variation shall be made to any of the following terms without the prior written consent of the Issuer: (a) the Funding 1 Interest Payment Dates; (b) the determination of the Loan Tranche Rates of Interest; (c) Clause 5 (Limited Recourse); (d) Clause 8 (Repayment); and (e) Clause 10 (Taxes).
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ENTRENCHED PROVISIONS. 9.1 The parties agree that, unless Shareholders holding not less than 75% of the shares in the issued share capital of the Company vote in favour of the appropriate resolution, the Shareholders and/or the Directors shall not - 9.1.1 amend the Articles; 9.1.2 sell, alienate or pledge all or any of the assets of the Company or the rights belonging thereto or connected therewith; 9.1.3 change the nature of the business of the Company or carry on any other business which is not directly related to the business of the Company; 9.1.4 wind-up the Company on a voluntary basis; 9.1.5 create third party debts, debentures, liens or encumbrances; 9.1.6 mortgage, pledge or otherwise encumber the assets of the Company; 9.1.7 change the Auditors; 9.1.8 purchase any business or asset, other than in the ordinary, normal and regular course of the business of the Company, or enter into any lease in terms of which any item will be leased, otherwise than in the ordinary, normal and regular course of the business of the Company; 9.1.9 enter into any lease of movable or immovable property (save for that of rental of office premises) in terms of which the total rental payable is in excess of R 10 000,00 per month; 9.1.10 enter into, extend, renew or modify any long-term (exceeding 6 months) contracts, other than in the normal, ordinary and regular course of the business of the Company and any unusual or onerous contract; 9.1.11 subscribe for or purchase shares or debentures issued by any company or other body corporate; 9.1.12 enter into any transaction outside the normal, ordinary and regular course of its business; 9.1.13 suspend or cease or abandon any business or part thereof carried on by the Company; 9.1.14 furnish any suretyship or guarantees for the obligations of any third party; 9.1.15 issue any indemnities by the Company or undertaking of any other similar obligations; 9.1.16 institute any legal proceedings of any nature whatsoever other than those arising in the ordinary, normal and regular course of the business of the Company; 9.1.17 change the basis of accounting which was used by the Company for its previous accounting periods; 9.1.18 change the financial year of the Company; 9.1.19 employ or dismiss any executive or employee of the Company; 9.1.20 pay any bonus or increase in salary to any employee of the Company; 9.1.21 permit any borrowings by the Company; 9.1.22 dispose of assets other than in the ordinary and regular course of the business of the Company (sub...
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ENTRENCHED PROVISIONS. Notwithstanding anything to the contrary contained in this Agreement, the Manager nor any of its Affiliates shall engage in any of the following acts, procedures or matters except with the prior written approval of the Owner: (a) The establishment and opening of new lines of business as agent for the Owner except those directly related to the operation of the Resort. (b) The purchase or sale of assets not provided for in any budget approved by the Owner. (c) Borrowing, providing of guarantees or indemnities otherwise than in the ordinary course of the Business. (d) The appointing of the Owner’s lawyers or accountants.
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ENTRENCHED PROVISIONS. 7.1 Notwithstanding anything to the contrary contained in this Agreement Manager shall not engage in, agree not to perform or undertake any of the acts, procedures or matters referred to in Article 7.2, except with the prior written approval of Owner. 7.2 The acts, procedures and matters referred to in Article 7.1 are the following: - 7.2.1 the establishment and opening of new lines of business as agent for the Owner except those directly related to the operation of the Property; 7.2.2 the purchase or sale of assets not provided for in any budget approved by Owner. 7.2.3 the incurring of borrowings as agent for Owner not provided for in any budget approved by the Owner; 7.2.4 the issuing and entering into any guarantees, indemnity or suretyship of whatsoever nature in respect of the Property and the related facilities; 7.2.5 the pledging, mortgaging, hypothecating or encumbering of any assets of the Owner; 7.2.6 the hiring of the Property General Manager and the Property Controller and the termination of the services of either of them; 7.2.7 making any loan other than normal credit allowed to guests and other customers in the ordinary and usual course of business; 7.2.8 demolishing, removing, scrapping, selling or disposing of any item forming part of the Property and the related facilities, their furnishing, fixture, furniture, equipment or motor vehicles other than in the ordinary and usual course of business; 7.2.9 the appointing of the Property's lawyers and external auditors; and 7.2.10 the hiring of any employee whose total emoluments (including without limitation salary and other benefits) exceed seventy five thousand U.S. Dollars ($75,000) per annum.
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Related to ENTRENCHED PROVISIONS

  • Required Provisions (a) The Bank may terminate Executive’s employment at any time, but any termination by the Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for Cause. (b) If Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) [12 USC §1818(e)(3)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, the Bank’s obligations under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. (c) If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) [12 USC §1818(e)(4)] or 8(g)(1) [12 USC §1818(g)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. (d) If the Bank is in default as defined in Section 3(x)(1) [12 USC §1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (e) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, (i) by either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (collectively, the “Regulator”) or his or her designee, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) [12 USC §1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Regulator or his or her designee at the time the Regulator or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Regulator to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (f) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

  • FULLY BARGAINED PROVISIONS A. This Agreement represents and incorporates the complete and final understanding and settlement by the parties of all bargainable issues which were or could have been the subject of negotiations. During the term of this Agreement, neither party will be required to negotiate with respect to any such matter whether or not covered by this Agreement, and whether or not within the knowledge or contemplation of either or both of the parties at the time they negotiated or signed this Agreement. B. This Agreement shall not be modified in whole or in part by the parties except by an instrument in writing only executed by both parties.

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.