Actions Requiring Buyer’s Consent Sample Clauses

Actions Requiring Buyer’s Consent. Notwithstanding the above terms of this Section, from the Approval Date until the Closing Date, Seller shall not, without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed, take any of the following actions except as required by law or existing contractual obligations of Seller:
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Actions Requiring Buyer’s Consent. Notwithstanding anything herein to the contrary, Seller Parties shall not perform or commit to perform any of the following actions without the prior written consent of Buyer:
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Actions Requiring Buyer’s Consent. Notwithstanding the above terms of this Section, from the Approval Date until the Closing Date, Transferors shall not, without the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed, take any of the following actions:
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Actions Requiring Buyer’s Consent. Without limiting the generality of ‎Section 5.5(b), from the date hereof until the Closing or the termination of this Agreement in accordance with the terms hereof, without the prior written consent of the Buyer, which shall be provided or reasonably withheld within five (5) Business Days after the Seller provides a request with reasonable explanation and supporting materials, if any, except as set forth on Schedule 5.6, the Seller shall not, and shall cause the Company and the Seller’s other Affiliates not to:
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Actions Requiring Buyer’s Consent. From the date hereof until the Closing Date, the Company shall not take any of the following actions with respect to the Premises without first obtaining the Buyer's prior written consent which consent the Buyer may give or withhold in the Buyer's sole discretion:(i) make or permit any structural modifications of or additions to the Premises; (ii) mortgage or otherwise encumber or permit liens (whether inchoate or not) upon the Premises; (iii) enter into any agreements relating to the operation or maintenance of the Premises the term of which agreements shall extend beyond the date of the Closing; or (iv) enter into any lease, assignment of lease, license, contract or other agreement with respect to the use or occupancy of the Premises.
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Related to Actions Requiring Buyer’s Consent

  • Acknowledgment Regarding Buyer’s Status The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Transactions Requiring Instructions Upon receipt of Oral Instructions or Written Instructions and not otherwise, PFPC Trust shall:

  • Acknowledgment Regarding Buyer’s Purchase of Securities The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • Acknowledgement Regarding Buyers’ Trading Activity It is understood and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Warrant Shares deliverable with respect to the Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewith or therewith.

  • Required Consent In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:

  • Conflicts; Consents and Approvals Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated by this Agreement will:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Conflicts; Consents None of the execution and delivery of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of the certificate of formation or limited liability company operating agreement of the Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Seller is a party, or by which the Seller's properties or assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby.

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

  • Amendments; Consents No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Total Commitment Amount hereunder except in accordance with Section 2.07(b) hereof, (b) the extension of the Commitment Period, the maturity of any Loan, the payment date of interest or principal with respect thereto, or the payment date of facility or other fees or amounts payable hereunder, (c) any reduction in the rate of interest on the Loans, or in any amount of principal or interest due on any Loan, or any reduction in the amount of fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights or the Required Banks definition in this Agreement, (e) the release of any Guarantor of Payment, if any, or the Nordson Guaranty, except in connection with a transaction permitted pursuant to Section 5.07 hereof, or (f) any amendment to this Section 10.03 or Section 8.04 hereof. In addition, the Revolving Commitment of any Bank may not be increased without the prior written consent of such Bank. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Agent to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto. Any waiver, amendment or modification requiring the consent of all Banks or each affected Bank which affects such Defaulting Bank differently than other affected Banks shall require the consent of such Defaulting Bank.

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