Common use of Prohibition of Fundamental Changes Clause in Contracts

Prohibition of Fundamental Changes. (a) The Borrower shall not change its legal form, amend its Amended and Restated Limited Liability Company Agreement (except any amendments in connection with permitted sales or transfers of ownership interests in the Borrower or other immaterial amendments, provided, that the Borrower shall have delivered to the Common Security Trustee a copy of such amendment together with a certificate of an Authorized Officer of the Borrower certifying that no changes have been made to the Amended and Restated Limited Liability Company Agreement other than such changes as are necessary solely to reflect the change in ownership or that any other change is immaterial) or any other Organic Document, merge into or consolidate with, or acquire (in one transaction or series of related transactions) all or any business, any class of stock of (or other equity interest in) or any material part of the assets or property of any other Person and shall not liquidate, wind up, reorganize, terminate or dissolve.

Appears in 10 contracts

Samples: Common Terms Agreement (Cheniere Energy Partners, L.P.), Common Terms Agreement (Cheniere Energy, Inc.), Common Terms Agreement (Cheniere Energy Partners, L.P.)

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Prohibition of Fundamental Changes. (a) The Borrower shall not change its legal form, amend its Amended and Restated Limited Liability Company Agreement (except any amendments in connection with permitted sales or transfers of ownership interests in the Borrower or other immaterial amendments, provided, that the Borrower shall have delivered to the Common Security Trustee a copy of such amendment together with a certificate of an Authorized Officer of the Borrower certifying that no changes have been made to the Amended and Restated Limited Liability Company Agreement other than such changes as are necessary solely to reflect the change in ownership or that any other change is immaterial) or any other Organic Document, merge into or consolidate with, or acquire (in one transaction or series of related transactions) all or any business, any class of stock of (or other equity interest in) or any material part of the assets or property of any other Person and shall not liquidate, wind up, reorganize, terminate or dissolve.wind

Appears in 3 contracts

Samples: Common Terms Agreement (Sabine Pass Liquefaction, LLC), Common Terms Agreement (Cheniere Energy Partners, L.P.), Common Terms Agreement (Cheniere Energy, Inc.)

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Prohibition of Fundamental Changes. (a) The Borrower shall not change its legal form, amend its Amended and Restated Limited Liability Company Partnership Agreement or any other Organic Document (except any amendments in connection with permitted sales or transfers of ownership interests in the Borrower or other immaterial amendments, provided, that the Borrower shall have delivered to the Common Security Trustee Administrative Agent a copy of such amendment together with a certificate of an Authorized Officer of the Borrower certifying that no changes have been made to the Amended and Restated Limited Liability Company Partnership Agreement or such other applicable Organic Document other than such changes as are necessary solely to reflect the change in ownership or that any other change is immaterial) or any other Organic Document), merge into or consolidate with, or acquire (in one transaction or series of related transactions) all or any business, any class of stock of (or other equity interest in) or any material part of the assets or property of any other Person constituting a line of business and shall not liquidate, wind up, reorganize, terminate or dissolve.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Cheniere Energy Partners, L.P.)

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