Material Amendments Clause Samples

Material Amendments. ‌ 12.7.1 Material amendments require Authority approval. Pursuant to NRS 386.527(6) any material amendment to this Charter Contract will be effective only if approved in writing by the Authority. The proposed amendment must be submitted in a manner consistent with applicable law and regulation and defined in the Operations Manual. A material amendment shall not become effective and the Charter School shall not take action or implement the change requested in the amendment until the amendment is approved, in writing, by the Authority. Changes in operation that are considered material and require the Charter School to obtain an amendment to this Charter Contract include, but are not limited to, the following: 12.7.1.1 Change in the Charter School’s Pre-Opening Requirements; 12.7.1.2 Change in the Charter School’s location (change of site and/or adding or deleting sites); 12.7.1.3 Changes to the Bylaws and/or Articles of Incorporation; 12.7.1.4 Changes to the Mission Statement; 12.7.1.5 Elimination of grade level/Expansion to serve grade levels/Increase or Decrease in total enrollment; 12.7.1.6 Changes to the name of the Charter School; 12.7.1.7 Proposal to enter into a contract with an Educational Management Organization or termination of a contract with and Educational Management Organization; 12.7.1.8 Changes to the Mission Specific indicators; and 12.7.1.9 Changes to the curriculum that are of such a nature to cause the curriculum within the Charter Application to cease to be in operation.

Material Amendments. Without the prior written consent of the Administrative Agent consistent with this Section 9.04, no Fund shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any Fund, any Managing Entity, the Administrative Agent or the other Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of the Administrative Agent or the other Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter), the applicable Fund shall notify the Administrative Agent of such proposal prior to the entry into such amendment, modification or change. The Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Fund of its determination within five (5) Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If the Administrative Agent determines that the proposed amendment is a material amendment, the approval of the Required Lenders and the Administrative Agent, in their reasonable discretion, will be required (unless the approval of all Lenders is required consistent with the terms of Section 12.01), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable Fund, and the Lenders shall be required to respond to such requests within five (5) Business Days of such notice. If the Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Fund may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, without the consent of the Administrative Agent or any of the Lenders, the applicable Fund may amend its Constituent Documents: (i) to admit new Investors and subject to Sections 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or Capital Commitments to such ...

Material Amendments. ‌ 12.7.1 Material amendments require Authority approval. Pursuant to NRS 388A.231- 360 any material amendment to this Amended Charter Contract will be effective only if approved in writing by the Authority. The proposed amendment must be submitted in a manner consistent with applicable law and regulation and defined in the Operations Manual. A material amendment shall not become effective and the Charter School shall not take action or implement the change requested in the amendment until the amendment is approved, in writing, by the Authority. Changes in operation that are considered material and require the Charter School to obtain an amendment to this Amended Charter Contract include, but are not limited to, the following: 12.7.1.1 Change in the Charter School’s Pre-Opening Conditions(see 1.9.1); 12.7.1.2 Change in the Charter School’s location (change of site and/or adding or deleting sites) (see 1.7.4); 12.7.1.3 Changes to the Mission Statement (see 2.2.1); 12.7.1.4 Elimination of a grade level served or expansion to serve a grade level not served (see 2.3.3); 12.7.1.5 Increasing or decreasing the enrollment beyond the established enrollment cap by more than 10% pursuant to 2.3.3 of this Amended Charter Contract; 12.7.1.6 Changes to the name of the Charter School; 12.7.1.7 Entering into a contract with an Educational Management Organization or terminating a contract with an Educational Management Organization pursuant to 2.10.2.4 of this Amended Charter Contract; 12.7.1.8 Entering into a contract with a Charter Management Organization or terminating a contract with a Charter Management Organization; 12.7.1.9 Changes to the Mission Specific indicators (see 11.1.1.1); 12.7.1.10 Changes to pupil transportation plans (see 2.13.2).

Material Amendments. Each Borrower will not, and will not permit any of its Subsidiaries, to enter into any material amendment, waiver or modification of (a) any Material Contract that is adverse to the interests of Agent and Lenders and (b) any of the 2021 Note Purchase Documents (i) that is adverse to the interests of Agent and Lenders and (ii) without delivering a copy of such amendment, modification or supplement to Agent.

Material Amendments. No later than five Business Days after the effectiveness thereof, copies of any material amendment, supplement, waiver or other modification in respect of any material Second Lien Loan Document; provided that, the availability of the foregoing on the SEC’s ▇▇▇▇▇ service (or successor thereto or similar service of any other national securities exchange) shall be deemed to satisfy the Loan Parties’ delivery obligations pursuant to this clause (t); and

Material Amendments. Enter into any material amendment, waiver or modification of any Material Contract that is materially adverse to the interests of Agent and Lenders (including, without limitation, the Supply Agreements and the KeyBank Documents).

Material Amendments. (a) Suspend, terminate or make provisional in any way, any material Governmental Approval granted to Borrower; (b) make, or agree to make (to the extent Borrower has consent rights in connection therewith), any material modification, amendment or waiver of any of the material terms or provisions of any of Borrower’s organizational documents or (c) make, or agree to make, or otherwise permit, any material and adverse modification, amendment or waiver of any of the terms or provisions of any Material Contract other than any modification, amendment or waiver to Permitted Indebtedness.

Material Amendments. 12.7.1 Material amendments require Authority approval. Pursuant to NRS 386.527(6) any amendment to this Charter Contract will be effective only if approved in writing by the Authority. The proposed amendment must be submitted in a manner consistent with applicable law and regulation as defined in the Operations Manual. An amendment shall not become effective and the Charter School shall not take action or implement the change requested in the amendment until the amendment is approved, in writing, by the Authority. Changes in operation that are considered material and require the Charter School to obtain an amendment to this Charter Contract include, but are not limited to, the following: 12.7.1.1 Change in the Charter School’s location (change of site and/or adding or deleting sites); 12.7.1.2 Changes to the Bylaws and/or Articles of Incorporation; 12.7.1.3 Elimination of grade level/Expansion to serve grade levels/Increase or Decrease in total enrollment; 12.7.1.4 Changes to the name of the Charter School; 12.7.1.5 Proposal to enter into a contract with an Educational Management Organization or termination of a contract with and Educational Management Organization; 12.7.1.6 Changes to the Mission Specific indicators; and 12.7.1.7 Changes to the curriculum that are of such a nature to cause the curriculum within the Charter Application to cease to be in operation.

Material Amendments. (a) Each Borrower will not, and will not permit any of its Subsidiaries, to enter into any material amendment, waiver or modification of (a) any Material Contract that is adverse to the interests of Agent and Lenders or (b) any of the 2021 Note Purchase Documents (i) that is adverse to the interests of Agent and Lenders and (ii) without delivering a copy of such amendment, modification or supplement to Agent. (b) The Borrowers will not amend, modify or supplement the MLP Capital One Documents in any way that would have an adverse effect on the Obligations or the Liens granted under this Agreement or, without the consent of the Agent, expand the types of collateral under the MLP Capital One GPME Security and Undertaking Agreement.