Amendment; Waiver of Past Defaults and Termination Sample Clauses

Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Per Share Underlying Value" of the Up-MACRO Tradeable Shares or any constituent defined terms that are a part of the foregoing defined term; or (ii) to modify the rule that one Up-MACRO Tradeable Share shall be issued for each Up-MACRO Holding Share that is deposited into the Up-MACRO Tradeable Trust.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Down-MACRO Underlying Value," "Up-MACRO Underlying Value," "Down-MACRO Income Distribution Payment," "Up-MACRO Income Distribution Payment," "Down-MACRO Settlement Payment," "Up-MACRO Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; or (ii) to modify the number of Paired Holding Shares that constitute a MACRO Unit. In addition, no amendments shall be voted upon or declared effective and no consents with respect to any matter under this Trust Agreement shall be sought during any period when less than a Majority of the Outstanding Down-MACRO Holding Shares are held by the Down-MACRO Tradeable Trust.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up Underlying Value," "Down Underlying Value," "Up Income Distribution Payment," "Down Income Distribution Payment," "Up Settlement Payment," "Down Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; or (ii) to modify the relative proportion of Up MacroShares and Down MacroShares that constitute a MacroShares Unit, which shall always be 1:1.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement may be amended from time to time by the Depositor and the Trustee without the consent of the Holders of Up-MACRO Holding Shares (i) to cure any ambiguity or to correct or supplement any provision which may be defective or inconsistent with any other provision of this Trust Agreement, the Down-MACRO Holding Trust Agreement, the Up-MACRO Tradeable Trust Agreement or the Down-MACRO Tradeable Trust Agreement, (ii) to modify any provision or add a provision to this Trust Agreement to conform it to the description of the terms of the Up-MACRO Holding Shares contained in the Prospectus, (iii) to add to the covenants, restrictions or obligations of any entity under this Trust Agreement for the benefit of the Holders of the Up-MACRO Holding Shares or to modify any provisions of this Trust Agreement, (iv) to evidence and provide for the acceptance of appointment hereunder of a Successor Trustee, and (v) to comply with any requirements imposed by the Code, or any securities laws; provided that an opinion in form and substance satisfactory to the Depositor that such amendment will not cause the Up-MACRO Holding Trust to be treated as an association taxable as a corporation is delivered in connection with any amendment referenced in clause (iii) or clause (v) above.
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Amendment; Waiver of Past Defaults and Termination. 80 Section 15.2 Registration (Initial and Continuing) of Up MacroShares; Certain Securities Law Filings 83 Section 15.3 Prospectus Delivery 83 Section 15.4 Protection of Right, Title and Interest to Trust Assets 83 Section 15.5 Limitation on Rights of Holders of the Up MacroShares 84 Section 15.6 Certain Rights of Holders of Up MacroShares; Voting 85 Section 15.7 MacroShares Licensing Agreement 85 Section 15.8 Governing Law; Jurisdiction 85 Section 15.9 Notices 85 Section 15.10 Severability of Provisions 87 Section 15.11 Up MacroShares Nonassessable and Fully Paid 87 Section 15.12 Further Assurances 87 Section 15.13 Non-Petition Covenant; No Proceedings 87 Section 15.14 No Waiver; Cumulative Remedies 88 Section 15.15 Counterparts 88 Section 15.16 Third-Party Beneficiaries 88 Section 15.17 Actions or Notices by Holders of the Up MacroShares 88 Section 15.18 Merger and Integration 88 Section 15.19 Headings 88 iv EXHIBITS EXHIBIT A FORM OF UP MACROSHARE EXHIBIT B FORM OF INCOME DISTRIBUTION AGREEMENT EXHIBIT C FORM OF SETTLEMENT CONTRACT EXHIBIT D FORM OF PARTICIPANTS AGREEMENT EXHIBIT E FORM OF MACROSHARES LICENSING AGREEMENT EXHIBIT F FORM OF STANDARD & POOR'S SUBLICENSING AGREEMENT EXHIBIT G MARKETING AGENT DUTIES EXHIBIT H AFFILIATED PERSON VERIFICATION GUIDELINES This AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], 2008 (this "Trust Agreement"), is hereby entered into among MACROSHARES HOUSING DEPOSITOR, LLC, a Delaware limited liability company, as depositor (the "Depositor"), STATE STREET BANK AND TRUST COMPANY, N.A., not in its individual capacity but solely as trustee (the "Trustee"), MACROMARKETS LLC, not in its individual capacity but solely as administrative agent (in such capacity, the "Administrative Agent"), and MACRO FINANCIAL, LLC, as marketing agent (in such capacity, the "Marketing Agent").
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement may be amended from time to time by the Depositor and the Trustee without the consent of the Holders of Down-MACRO Holding Shares
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up-MACRO Underlying Value," "Down-MACRO Underlying Value," "Up-MACRO Income Distribution Payment," "Down-MACRO Income Distribution Payment," "Up-MACRO Settlement Payment," "Down-MACRO Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; or (ii) to modify the number of Paired Holding Shares that constitute a MACRO Unit.
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Amendment; Waiver of Past Defaults and Termination. (a) This Trust Agreement shall not in any circumstances be amended (i) to modify the definition of "Up Income Distribution Payment," "Down Income Distribution Payment," "Up Settlement Payment," "Down Settlement Payment" or any constituent defined terms that are a part of the foregoing defined terms; (ii) to modify the formula in the Income Distribution Agreement and the Settlement Contracts pursuant to which the combined assets of the Paired Trusts are allocated between the Up Trust and the Down Trust on each Distribution Date, Redemption Date, an Early Termination Date or the Final Scheduled Termination Date or (iii) to modify the proportion of 1:1 of Up MacroShares and Down MacroShares that constitute a Macro Unit.
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Amendment; Waiver of Past Defaults and Termination. 82 Section 15.2 Registration Initial and Continuing)of Down MacroShares; Certain Securities Law Filings 82 Section 15.3
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Related to Amendment; Waiver of Past Defaults and Termination

  • Amendment; Waiver of Past Defaults (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

  • Waiver of Past Defaults The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

  • Waiver of Past Defaults and Events of Default Subject to Sections 6.02, 6.08 and 8.02, the Holders of a majority in aggregate principal amount of the Notes then outstanding have the right to waive any existing Default or compliance with any provision of this Indenture or the Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

  • Modification, Amendment, Waiver or Termination No provision of this Agreement may be modified, amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason of this Agreement.

  • Amendment, Modification and Termination Subject to Section 15.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that (a) any amendment or alteration shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to stockholders for approval.

  • TERM, MODIFICATION AND TERMINATION OF AGREEMENT This Agreement with respect to the Fund shall continue in effect until the expiration date set forth on Schedule A (the “Expiration Date”). With regard to the Operating Expense Limits, the Trust’s Board of Trustees and the Adviser may terminate or modify this Agreement prior to the Expiration Date only by mutual written consent. This Agreement shall terminate automatically upon the termination of the Advisory Agreement; provided, however, that the obligation of the Trust to reimburse the Adviser with respect to a Fund shall survive the termination of this Agreement unless the Trust and the Adviser agree otherwise.

  • Governing Law; Binding Effect; Amendment and Termination (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

  • Amendment; Waiver and Termination This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders, who are then providing services to the Company as employees, officers or consultants, holding a majority of the shares of Transfer Stock then held by all of the Key Holders, (c) the holders of a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) and (d) for so long as a majority of the Notes issued under the NPA as of the date hereof remain outstanding (“Initial Closing Notes”), the holders of a majority of the aggregate outstanding principal under the Initial Closing Notes. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor or Key Holder, who is then providing services to the Company as an employee, officer or consultant, without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors and Key Holders (who are then providing services to the Company as employees, officers or consultants), respectively, in the same fashion, (ii) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement, (iii) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to the Key Holders who are then providing services to the Company as employees, officers or consultants, and (iv) Schedule A hereto may be amended by the Company from time to time in accordance with the Purchase Agreement to add information regarding additional Investors without the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. The Company and the Investors hereby agree that the Noteholders holding the Initial Closing Notes are express third party beneficiaries of this Section 6.8 and may enforce the rights provided hereby.

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