Modification of Certain Documents. Parent shall not and the Borrower shall cause each Group Member not to do any of the following: (a) waive or otherwise modify any term of, or provide any consent under, any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of its outstanding Stock or Stock Equivalents), in each case except for those modifications, consents and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the interests of any Secured Party under the Loan Documents or in the Collateral; or (b) waive or otherwise modify any term of, or provide any consent under, any Subordinated Debt and Junior Indebtedness, except for those modifications, consents and waivers that (x) do not materially and adversely affect the interest of any Secured Party and (y) do not affect the subordination provisions thereof in a manner adverse to the Secured Parties.
Appears in 6 contracts
Sources: Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP), Credit Agreement (Francesca's Holdings CORP)
Modification of Certain Documents. Parent shall not and the Borrower shall cause each No Group Member not to shall do any of the following:
(a) waive or otherwise modify any term of, or provide any consent under, of any Constituent Document of, or otherwise change the capital structure of, any Group Member (including the terms of any of its their outstanding Stock or Stock Equivalents), in each case except for those modifications, consents modifications and waivers that (x) do not elect, or permit the election, to treat the Stock or Stock Equivalents of any limited liability company (or similar entity) as certificated and (y) do not materially and adversely affect the rights and privileges of any Group Member and do not materially and adversely affect the interests of any Secured Credit Party under the Loan Documents Documents; provided, however, that consent of the Purchasers shall be required for any amendment to section 14(b) of the bylaws of the Issuer; and provided further that this paragraph shall not preclude any waiver or modification to any Constituent Document that is necessary to effect an issuance of Stock in the Collateralaccordance with Section 8.4(f); or
(b) waive or otherwise modify any term of, or provide any consent under, any Subordinated Debt and Junior Indebtedness, except for those modifications, consents and waivers that (x) do not materially and adversely affect the interest of any Secured Party and (y) do not affect the subordination provisions thereof in a manner adverse Bridge Loan Documents, the Senior Credit Documents or the Junior Subordinated Documents except to the Secured Partiesextent not prohibited by the terms of the applicable Subordination Agreement.
Appears in 1 contract
Sources: Senior Subordinated Note Purchase Agreement (Princeton Review Inc)