Common use of Notice of Corporate and other Changes Clause in Contracts

Notice of Corporate and other Changes. Borrower shall provide prompt written notice of (1) any change after the Closing Date in the authorized and issued Stock of any Credit Party (other than Holdings) or any Subsidiary of any Credit Party (other than any change in the authorized and issued Stock of such Subsidiary held by Borrower or any of its Subsidiaries) or any amendment to the articles or certificate of incorporation, by-laws, partnership agreement or other organizational documents of any Credit Party, (2) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable, (3) any changes to the list of Subsidiaries that are Credit Parties and (4) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 5 of this Agreement (except to the extent such representation or warranty is made only as of the Closing Date) or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

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Notice of Corporate and other Changes. Borrower Borrowers shall provide prompt written notice of (1) all jurisdictions in which any Borrower becomes qualified after the Closing Date to transact business, (2) any change after the Closing Date in the authorized and issued Stock of any Credit Party (other than Holdings) Borrower or any Subsidiary of any Credit Party (other than any change in the authorized and issued Stock of such Subsidiary held by Borrower or any of its Subsidiaries) or any amendment to the their articles or certificate of incorporation, by-laws, partnership agreement or other organizational documents of any Credit Partydocuments, (23) any Subsidiary created or acquired by any Credit Party Borrower or any of its their Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable, (3) any changes to the list of Subsidiaries that are Credit Parties and (4) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 5 ARTICLE 3 of this Agreement (except to the extent such representation or warranty is made only as of the Closing Date) or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders Lender to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (MTM Technologies, Inc.), Credit Agreement (MTM Technologies, Inc.)

Notice of Corporate and other Changes. Borrower shall provide prompt written notice of (1) any change after the Closing Date in the authorized and issued Stock of any Credit Party (other than Holdings) or any Subsidiary of any Credit Party (other than any change in the authorized and issued Stock of such Subsidiary held by Borrower or any of its Subsidiaries) or any amendment to the articles or certificate of incorporation, by-laws, partnership agreement or other organizational documents of any Credit Party, (2) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, to identify the applicable jurisdictions, capital structures or Subsidiaries, as applicable, (3) any changes to the list of Subsidiaries that are Credit Parties Parties, (4) any amendment, supplement or other modification to any of the Purchase Documents, (5) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of Holdings and its Subsidiaries in an aggregate amount exceeding $2,000,000, and (46) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 5 of this Agreement (except to the extent such representation or warranty is made only as of the Closing Date) or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction referred to above which is not expressly permitted by the terms of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)

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Notice of Corporate and other Changes. Borrower shall provide prompt written notice of (1) all jurisdictions in which a Credit Party becomes qualified after the Closing Date to transact business, (2) any change after the Closing Date in the jurisdiction of incorporation, federal employer identification number, state corporate identification or registration number or authorized and issued Stock of any Credit Party (other than Holdings) or any Subsidiary of any Credit Party (other than any change in the authorized and issued Stock of such Subsidiary held by Borrower or any of its Subsidiaries) or any amendment to the their articles or certificate of incorporation, by-by laws, partnership agreement or other organizational documents of any Credit Partydocuments, (23) any Subsidiary created or acquired by any Credit Party or any of its Subsidiaries after the Closing Date, such notice, in each case, notice to identify the applicable jurisdictionsjurisdictions of organization and qualification of such Subsidiary and a description of the terms of, capital structures or Subsidiaries, as applicable, (3) any changes to the and complete list of Subsidiaries that are Credit Parties holders of, such Subsidiary's authorized and issued Stock, and (4) any other event that occurs after the Closing Date which would cause any of the representations and warranties in Section 5 of this Agreement (except to the extent such representation or warranty is made only as of the Closing Date) or in any other Loan Document to be untrue or misleading in any material respect. The foregoing notice requirement shall not be construed to constitute consent by any of the Lenders to any transaction or change referred to above which is not expressly permitted by the terms of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (RathGibson Inc)

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