Amendment Without Approval Sample Clauses

Amendment Without Approval. This Agreement and Certificate shall also be amended without the prior agreement of the Limited Partners whenever required by law or necessary to effect changes which do not adversely affect the rights or increase the obligations of the Limited Partners.
Sample 1Sample 2
AutoNDA by SimpleDocs
Amendment Without Approval. Prior to the end of the Earn-Out Payment Year, if (i) Parent elects to amend the Operating Plan without having received the consent of the Earn-Out Parties, (ii) Parent fails to provide or reduces the resources necessary to operate the Surviving Corporation and the Company Business consistent with the Operating Plan, or (iii) Parent elects to divest or discontinue one or more of the Company Products and Services, Parent shall immediately pay a one-time Contingent Payment equal to (x) $39,000,000, minus (y) the aggregate amount of any previous Contingent Payments (including any amounts of such Contingent Payments which are set-off or reduced pursuant to Parent’s rights under Sections 1.5(c) and 1.7(b) and Article 9 (indemnification) hereof), to the Paying Agent (the “Accelerated Earn-Out Amount”), and cause the Paying Agent to deliver to each of the Participating Rights Holders, in accordance with and subject to the exchange provisions set forth in Section 2.2, that portion of the Accelerated Earn-out Amount allocable to each such Participating Rights Holder. Such Accelerated Earn-Out Amount shall be non-refundable and deemed to be a credit against future Contingent Payments otherwise required to be made under Section 1.6, and shall reduce the obligation of Parent to pay such Contingent Payments on a dollar-for-dollar basis until fully-exhausted. Thereafter Parent’s obligations under Sections 1.6 and 1.7 hereof shall continue (including the rights of the Participating Rights Holders to receive the Maximum Revenue Earn-Out Amount and the Maximum Cellular Earn-Out Amount pursuant to Sections 1.6 and 1.7 hereof in accordance with the terms of such Sections, with the amount of the Accelerated Earn-Out Amount being included in such calculations). Parent shall be entitled to amend the Operating Plan in its discretion, subject to the provisions of this Section 6.13(c) (including payment of the Accelerated Earn-Out Amount and the potential to earn additional Contingent Payments in the event such amendment is not consented to by the Earn-Out Parties), provided, that Parent shall not be entitled to amend the Operating Plan without good commercial reason and may not amend or fail to comply with the Operating Plan in an effort to reduce the Contingent Payments. The provisions of this Section 6.13(b) shall be the sole remedy of the Participating Rights Holders and the Earn-Out Parties with respect to any actions of Parent as described in subsections (i) – (iii) above.
Sample 1

Related to Amendment Without Approval

  • Waiver; Amendment No provision of this Agreement will be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.

  • Waiver; Amendment; Modification The waiver by Company of a term or provision of this Agreement, or of a breach of any provision of this Agreement by me, shall not be effective unless such waiver is in writing signed by Company. No waiver by Company of, or consent by Company to, a breach by me, will constitute a waiver of, consent to or excuse of any other or subsequent breach by me. This Agreement may be amended or modified only with the written consent of both me and Company. No oral waiver, amendment or modification shall be effective under any circumstances whatsoever.

  • Charter Amendment In the event there are insufficient shares of Common Stock authorized, unreserved and available for issuance upon exercise of this Warrant, the Company shall use its best efforts to effect an amendment of its certificate of incorporation so as to increase the authorized shares of Common Stock to accommodate such exercise.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 29, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Amendment, Etc No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

  • Modification; Waiver; Amendments No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the parties hereto. No waiver by either party hereto, at any time, of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties, except as herein otherwise provided.

  • Amendment to Merger Agreement The Merger Agreement shall be amended as follows:

  • Waiver; Amendment; Termination (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Stockholders (including FP) holding at least 50% of the outstanding Common Shares held by the parties hereto at the time of such proposed amendment or modification.

Time is Money Join Law Insider Premium to draft better contracts faster.