Voting; Amendments Sample Clauses
The "Voting; Amendments" clause defines the procedures and requirements for making changes to an agreement or for making decisions that require group approval. Typically, this clause specifies the percentage or type of votes needed to approve amendments, such as a simple majority or unanimous consent, and may outline the process for proposing and recording such changes. Its core function is to ensure that modifications to the agreement are made transparently and with appropriate consent, thereby preventing unilateral changes and protecting the interests of all parties involved.
Voting; Amendments. (i) The State Treasury and the Fiscal Agent may generally modify, amend or supplement or take actions with respect to this Agreement or the terms of the Notes (a) with the affirmative vote of the Holders of at least 50% of the aggregate principal amount of the outstanding Notes that are represented at a meeting of Holders for which there is a quorum or (b) with the written consent of the Holders of at least 50% of the aggregate principal amount of the outstanding Notes.
(ii) Subject to Sections 16(iv) to (vi) below, Holders of at least 75% of the aggregate principal amount of the outstanding Notes voting at a quorate meeting, or at least 66 2/3% by written consent, must consent to any amendment, modification, change or waiver that would:
(a) change the due date for the payment of the principal of, or any installment or interest on, the Notes;
(b) reduce the principal amount of the Notes;
(c) reduce the portion of the principal amount that is payable in the event of an acceleration of the maturity of the Notes;
(d) reduce the interest rate on any Note or any premium payable upon redemption of the Notes;
(e) modify any provision of the terms and conditions of the Notes in connection with any exchange or substitution of the Notes or the conversion of the Notes into, any other obligation or securities of the State Treasury or any other person, which would result in the terms and conditions of the Securities as so modified being less favorable to the Holders of the Notes which are the subject of the terms and conditions as so modified than:
(i) the provision of the other obligations or securities of the State Treasury or any other person resulting from the relevant exchange or substitution; or
(ii) if more than one series of other obligations or securities results from the relevant exchange or substitution or conversion, the provisions of the resulting series having the largest aggregate principal amount;
(f) change the currency in which any amount in respect of the Notes is payable;
(g) shorten the period during which the State Treasury is not permitted to redeem the Notes or permit the State Treasury to redeem the Notes if, prior to such action, the State Treasury is not permitted to do so;
(h) change the definition of “outstanding” with respect to the Notes;
(i) change the governing law provision of the Notes;
(j) change the courts to the jurisdiction of which the State Treasury has submitted, the State Treasury’s obligation under this Agreement or the terms...
Voting; Amendments. On any occasion on which the General Partner submits to the Limited Partners for their approval a proposed amendment, waiver or other action (a "Vote") with respect to a provision of this Agreement (except as to Sections 3.1, 3.2, 4.2, 6.2C, 6.2D, 6.2K, 6.2N, 6.2P, and Sections 12.14 through 12.17, and all provisions relating thereto, in which case the vote, consent or approval of the Limited Partners of only this Partnership shall be obtained), and the General Partner also submits to the Limited Partners of the Domestic Fund for their approval a proposed Vote with respect to a provision with a substantially similar impact of the partnership agreement for the Domestic Fund, then for purposes of determining whether such Vote was approved by the Limited Partners, (x) the Partnership will be deemed to have Capital Commitments equal to the Capital Commitments of the Domestic Fund and the Capital Commitments of the Partnership ("Deemed Total Capital Commitments"); (y) the portion of the Deemed Total Capital Commitments attributable to the Domestic Fund shall be deemed voted as actually voted by the Limited Partners of the Domestic Fund and (z) the portion of the Deemed Total Capital Commitments attributable to the Partnership shall be deemed voted as the Limited Partners actually vote. Subject to the foregoing, this Agreement may be modified from time to time by the General Partner and a Majority in Interest of the Limited Partners; provided that the written consent of all Partners shall be required for any amendment which would do any of the following:
(i) increase the Capital Commitment of any Partner; (ii) modify the distributions of Operating Receipts or Investment Receipts in Section 5.2 or the allocations of Operating Income or Loss or Investment Gain or Loss in Section 5.7; (iii) extend the period in which additional Limited Partners may be admitted to the Partnership beyond 270 days as specified in Section 8.2; (iv) amend the Management Contract so as to increase the Management Fee or other compensation of the General Partner; (v) increase the percentage in interest of the Limited Partners needed to remove the General Partner under Section 8.5 or to terminate the Partnership under Section 11.1; or (vii) amend this Section 12.3; or (viii) amend, waive or remove any other right granted to the Limited Partners of this Partnership not granted to the limited partners of the Domestic Fund. No amendment may be made to any provision of this Agreement which cont...
Voting; Amendments. (a) The shares of the Series A Preferred Stock shall have no voting rights except as set forth in Section 4(b) and 4(c) or as otherwise required by Delaware law from time to time. In exercising the voting rights set forth in Section 4(b) and 4(c), each Holder shall be entitled to one vote for each share of the Series A Preferred Stock held by such Holder.
(b) So long as any shares of the Series A Preferred Stock remain outstanding, unless a greater percentage shall then be required by law, the Corporation shall not, without the affirmative vote or written consent of the Holders (voting or consenting separately as one class) of at least 662/3% of the outstanding shares of the Series A Preferred Stock, authorize, increase the authorized amount of, reclassify any authorized capital stock or the Corporation into, or issue, any shares of any class or series of Senior Stock (or any security convertible into or exchangeable or exercisable for Senior Stock), or adopt amendments to the Certificate of Incorporation or the by-laws of the Corporation, that would materially affect the existing terms of the Series A Preferred Stock. Notwithstanding the foregoing, except as otherwise required by law, the Corporation may, without the consent of any Holder, authorize, increase the authorized amount of, or issue shares of Parity Stock or Junior Stock, and in taking such actions the Corporation shall not be deemed to have materially adversely affected the existing terms of the Series A Preferred Stock. In addition, the Corporation may, without the consent of any Holder, enter into a Transaction, as described in Section 9(i), in which the outstanding shares of the Series A Preferred Stock become convertible into securities other than the Common Stock, cash or other property, or consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Corporation, as described in Section 12.
(c) So long as at least 100,000 shares of the Series A Preferred Stock remain outstanding:
(i) If, for each of six consecutive Dividend Periods, the Corporation fails to pay in cash, shares of Common Stock or a combination of cash and shares of Common Stock, the full dividend amount payable to the Holders with respect to such dividend Period pursuant to Sections 6(a) and 6(b), then the Holders, voting separately as...
Voting; Amendments. 48 12.4 Severability.............................................................. 49 12.5 Notices................................................................... 49 12.6 Heirs and Assigns; Execution.............................................. 49
Voting; Amendments. If, at any time prior to the Reorganization, Buyer or the Advancing Party, as the case may be, so requests, the Company will, use its best efforts to take all such actions as may be necessary to amend the Maryland Trust's declaration of trust or adopt articles supplementary, in either case (a) to create a new non-voting class of stock for which Buyer or the Advancing Party shall be entitled to exchange on a share for share basis such number of shares of its Company Stock as it may deem necessary or advisable so as not to be deemed to be an Affiliate of the Company or (b) to otherwise restrict Buyer's or the Advancing Party's voting rights with respect to such percentage of its Company Stock holding so as not to be deemed to be an Affiliate of the Company.
Voting; Amendments. Sacred Rights See 2023 Credit Agreement. (§ 8.2.1(a)) See 2025 Indentures. (§ 9.02(e)) Payment or lien subordination to require the consent of all affected Holders. Modifications to payment or application of proceeds waterfalls (including waterfall priorities in intercreditor agreements) to require the consent of all affected Holders. Amendments to Release Collateral / Guarantees All affected Lender consent required to release all or substantially all of Collateral or Guarantees. (§ 8.2.1(c)(ii)) 66.67% consent required for amendments to modify the Collateral Documents in a manner that is materially adverse to Holders or to release all or substantially all of Collateral. (§ 9.02(f)) 67% consent required for release of more than $50 million of Collateral or Guarantees. All affected Lender consent required for release of all or substantially all of Collateral or Guarantees, provided that, notwithstanding anything to the contrary herein, solely in immediate contemplation of or following commencement of insolvency proceedings with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Incorporated and its material US-domiciled subsidiaries, the Guarantees by German Obligors and liens on assets of such Obligors in each case with respect to the Superpriority Facility, the New Term Loans, the 2025 Notes and the New 2L Notes may be released with the consent of (i) lenders holding in excess of 67% of the loans under the Superpriority Facility, (ii) lenders holding in excess of 67% of the New Term Loans, and (iii) holders holding in excess of 67% of the 2025 Notes, solely in the event that such lenders and holders determine in good faith that the release of such Guarantees and liens is necessary to avoid material value deterioration of the German Obligors and, upon and simultaneously with such release, the priority of liens on the pledged equity of Provision/Basket/Ratio 2023 Credit Agreement 2025 Indentures Agreed Terms2 ▇▇▇▇▇▇▇ Nixdorf Holding Germany GmbH shall automatically be changed such that the lien in favor of the Superpriority Facility is senior to the lien in favor of the New Term Loans, the 2025 Notes and (for the avoidance of doubt) the New 2L Notes (it being understood that the lien on the pledged equity of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Holding Germany GmbH securing the New 2L Notes shall at all times be junior to the liens securing the Superpriority Facility, the New Term Loans and the 2025 Notes); provided that, no such release will be effective until the applicable insolvency proceeding is...
Voting; Amendments. Amendments shall require the consent of the Required New Lenders2 except for amendments customarily requiring approval (i) on a class basis or (ii) by all affected lenders; provided that, for the avoidance of doubt, release of all or substantially all of the collateral or all or substantially all of the value of the guarantees provided by the Borrower and the guarantors taken as a whole shall require the prior written consent of each lender. The New Loan Documents will also contain customary anti-Serta protections, subject to customary exceptions (including for new money debt financing not incurred to refinance debt under the New Loan Documents). “Required New Lenders” means not fewer than two unaffiliated lenders representing more than 50% of the aggregate outstanding principal amount of (and aggregate outstanding undrawn commitments in respect of) the New First Out Loans and New Second Out Loans.
Voting; Amendments. Amendments shall require the consent of the Required DIP Lenders except for amendments customarily requiring approval by all affected DIP Lenders; provided that, for the avoidance of doubt, release of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees provided by the Borrower and the Guarantors taken as a whole shall require the prior written consent of each DIP Lender.
Voting; Amendments