Amendment Contract Clauses (37,976)

Amendment. Amendments without Consent (a) Without the consent of Holders. (a) any Holders or the CVR Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence any successor to or permitted assignee of Parent and the assumption by any such successor or permitted assignee of the covenants of Parent herein as provided in Section 7.3. (b) Without the consent of any Holders, Parent, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent's sole and absolute discretion, at any time and from time to time, may enter into one or more amendments hereto, solely for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent in accordance with Section 3 and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) 12 (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall and the Rights Agent consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act or any applicable state securities or "blue sky" laws; Act; provided that, in each case, such provisions shall do not adversely affect the interests of the Holders; (vi) to evidence or (v) any other amendments hereto for the assignment purpose of adding, eliminating or changing any provisions of this Agreement by Parent as provided in Section 7.3; Agreement, unless such addition, elimination or (vii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants Holders or obligations other than as permitted by this Section 5.1. 12 (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. CVR Representative. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment. 5.2. 5.2 Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), the Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, then-outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent CVR Representative, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. Parent and the Rights Agent agree to fully cooperate with the CVR Representative in soliciting and obtaining the consent of the Holders of not less than a majority of the then-outstanding CVRs as required hereunder. (b) Promptly after the execution by Parent Parent, the CVR Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment. 5.3. 5.3 Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent's own rights, privileges, covenants or duties under this Agreement or otherwise. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. 13 5.4 Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall will be modified in accordance therewith, such amendment shall will form a part of this Agreement for all purposes and every Holder shall will be bound thereby. View More

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, The Company, at any time and from time to time, may (without the consent of any Person, other than the Rights Agent with such consent not to be unreasonably withheld, conditioned or delayed) enter into one or more amendments hereto, to this Agreement for any of the following purposes: (i) to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent... herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession appointment of another Person as a successor Rights Agent and the assumption by any such successor Rights Agent of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is herein in accordance with the terms provisions hereof; 17 (ii) subject to Section 6.3, to evidence the succession of this Agreement; another person to the Company and the assumption of any such successor of the covenants of the Company outlined herein in a transaction contemplated by Section 6.3; (iii) to add to the covenants of Parent the Company such further covenants, restrictions, conditions or provisions as Parent shall the Company and the Rights Agent will consider to be for the protection and benefit of the Holders; provided that, that in each case, such provisions do not adversely affect the interests of the Holders; (iv) to cure any ambiguity, to correct or supplement any provision herein in this Agreement that may be defective or inconsistent with any other provision herein or in the Merger this Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, Act or the Exchange Act and the rules and regulations promulgated thereunder, or any applicable state securities or "blue sky" laws; provided that, (vi) as may be necessary or appropriate to ensure that the Company is not required to produce a prospectus or an admission document in order to comply with applicable Law; (vii) to cancel the CVRs (i) in the event that any Holder has abandoned its rights in accordance with Section 2.6 or (ii) following a transfer of such provisions shall not adversely affect CVRs to the interests of the Holders; (vi) to evidence the assignment of this Agreement by Parent as provided Company or its subsidiaries in accordance with Section 7.3; 2.2 or (vii) Section 2.3; (viii) as may be necessary or appropriate to ensure that the Company complies with applicable law. In addition Law; or (ix) to the foregoing, upon the request of Parent, the Rights Agent hereby agrees effect any other amendment to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.2. Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if Agreements, provided that, in each case, such addition, elimination additions, eliminations or change is changes do not materially adverse to adversely affect the interest interests of the Holders. (b) Promptly after the execution by Parent the Company of any amendment pursuant to this Section 5.1, the Company will (or will cause the Rights Agent to) notify the Holders in general terms of the substance of such amendment in accordance with Section 6.2. 6.2 Amendments with Consent of Holders. (a) In addition to any amendments to this Agreement that may be made by the Company without the consent of any Holder pursuant to Section 5.1, with the consent of the Holder Representative, the Company and the Rights Agent may enter into one or more amendments to this Agreement for the purpose of adding, eliminating or amending any provisions of this Agreement, even if such addition, elimination or amendment is adverse to the interests of the Holders. 18 (b) Promptly after the execution by the Company and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail the Company will (or will cause the Rights Agent to mail) a notice thereof through to) notify the facilities Holders in general terms of DTC the substance of such amendment in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.3. Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. 6.2. 6.3 Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall will be modified in accordance therewith, such amendment shall will form a part of this Agreement for all purposes and every Holder shall will be bound thereby. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 5, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent. View More

Amendment. Amendments without Consent of Holders. (a) Without the consent of any Holders, Parent, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) subject to evidence the succession of another person to Parent and the assumption by any such successor of the covenants of Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) Section 3.3(d), to... evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (iii) (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent shall consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein or in the Merger Agreement, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (v) (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any applicable state securities or "blue sky" laws; provided that, such provisions shall not adversely affect the interests of the Holders; (vi) (v) to evidence the assignment of this Agreement by Parent as provided in Section 7.3; or (vii) as may be necessary (vi) any other amendments hereto for the purpose of adding, eliminating or appropriate to ensure that the Company complies with applicable law. In addition changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the foregoing, upon the request of Parent, the Rights Agent hereby agrees to enter into one or more amendments hereto to evidence the succession of another person as a successor Rights Agent in accordance with the terms of this Agreement and the assumption by any successor interests of the covenants and obligations of such Rights Agent herein, without modification of such covenants or obligations other than as permitted by this Section 5.1. 12 Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder's rights under this Agreement in accordance with Section 7.4 or to transfer CVRs to Parent pursuant to Section 2.10. 2.6. (c) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.2. Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC's procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment. 5.3. Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. 5.4. Effect of Amendments. Upon the execution of any amendment under this Section 5, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby. View More

Amendment. The prior written consent of both parties hereto shall be required for any change or amendment to this Note. 3 12. 7 19. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.

Amendment. The prior written consent of both parties hereto shall be required for any change or amendment to this Note. 3 12. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower. Borrower, so long as such transfer is in accordance with applicable federal and state securities laws.

Amendment. The prior written consent of both parties hereto shall be required for any change or amendment to this Note. 3 12. 4 16. Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.

Amendment. This Agreement may be amended by mutual consent, but the consent of the Company Corporation must be obtained in conformity with the requirements of the Investment Company Act.

Amendment. This Agreement may be amended by mutual consent, but the consent of the Company Corporation must be obtained in conformity with the requirements of the Investment Company Act.

Amendment. This Agreement letter may be amended by mutual consent, written consent of the Company and the Advisor, but the consent of the Company must be obtained in conformity with the requirements of the Investment Company Act.

Amendment. No Except as stated in Section 16 above, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

Amendment. No Except as specifically provided in the Partner Agreement, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

Amendment. No Except as otherwise provided in the Plan or Section 11, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. Employee.

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. Consultant.

Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. Employee.

Amendment. To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with any applicable laws and stock exchange rules and regulations (including, without limitation, Section 409A of the Code and the regulations thereunder or any other applicable law thereunder) and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the... Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code relating to "short-term deferrals" thereunder, and shall be limited, construed and interpreted in a manner so as to comply therewith. View More

Amendment. To No amendment of any of the extent applicable, provisions of this Agreement shall adversely impair the rights of the Participant without the Participant's consent, provided, however, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code and the regulations thereunder or any other applicable law and may also amend, suspend or terminate this Agreement subject to the... terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing by the party against whom it is sought to be enforced. Plan. This Agreement is intended to comply with the applicable requirements of Section 409A of the Code relating to "short-term deferrals" thereunder, and shall be limited, construed and interpreted in a manner so as to comply therewith. View More

Amendment. To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code and the regulations thereunder or any other applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver The award of any of the provisions of Restricted Stock pursuant to this... Agreement shall be effective unless in writing by the party against whom it is sought not intended to be enforced. This Agreement is intended to comply with considered "deferred compensation" for the applicable requirements purposes of Section 409A of the Code relating to "short-term deferrals" thereunder, and shall be limited, construed and interpreted in a manner so as to comply therewith. Code. View More

Amendment. This Agreement may be unilaterally amended or modified by the Committee at any time; provided that no amendment or modification shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or, shall, without the Participant's written consent, materially impair the rights of the Participant as provided by this Agreement, except such an amendment made to cause the terms of this Agreement or the Awarded Units granted hereunder to comply with applicable law... (including tax law), Applicable Exchange listing standards or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. View More

Amendment. This Agreement may be unilaterally amended or modified by the Committee at any time; provided that provided, that, no amendment or modification shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or, without the Participant's written consent, that materially impair impairs the rights of the Participant Optionee as provided by this Agreement, Agreement shall be effective unless set forth in writing signed by the parties hereto, except such an... amendment made to cause the terms of this Agreement or the Awarded Units Option granted hereunder to comply with applicable law (including tax law), Applicable Exchange listing standards or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. View More

Amendment. No provision of this Agreement may be modified, waived, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Grantee the Executive and such officer of the Company as may be specifically designated for such purpose by the Committee. Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of 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. 9 Exhibit 10.1 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. View More

Amendment. No provision provisions of this Agreement may be amended, modified, waived, or discharged waived unless such waiver, amendment or modification or discharge is agreed to in writing signed by Executive and by a duly authorized officer of the Bank, and such waiver is set forth in writing and signed by Grantee and such officer of the Company as may party to be specifically designated by the Committee. charged. No waiver by either party hereto at any time of any breach by the other party hereto of,... or of any lack of 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. View More

Amendment. No provision provisions of this Agreement may be amended, modified, waived, or discharged waived unless such waiver, amendment or modification or discharge is agreed to in writing signed by Employee and the Company, and such waiver is set forth in writing and signed by Grantee and such officer of the Company as may party to be specifically designated by the Committee. charged. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of 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. View More

Amendment. Each party hereto agrees that, effective on the Amendment Effective Date, paragraph (g) of Section 5.15 of the Existing Credit Agreement shall be amended and restated as follows: (g) No later than one hundred and five (105) twelve (112) days after the Petition Date, the Bankruptcy Court shall have entered a 363 Sale Order, in form and substance reasonably satisfactory to the Required Lenders, with respect to an Acceptable 363 Sale in the Cases.

Amendment. This Agreement Notice may not be modified, amended or waived except by an instrument in writing signed by the Company and the Grantee. The waiver by either party of compliance with any provision of this Agreement Notice shall not operate or be construed as a waiver of any other provision of this Agreement, Notice, or of any subsequent breach by the other party of a provision of this Agreement. Notice.

Amendment. This Agreement may not be modified, amended or waived except by an instrument in writing signed by the Company and the Grantee. both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the other such party of a provision of this Agreement.

Amendment. This Agreement may not be modified, amended or waived except by an instrument in writing signed by the Company and the Grantee. both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the other such party of a provision of this Agreement.