Consent Action definition
Examples of Consent Action in a sentence
Notwithstanding the foregoing, each Principal Stockholder may assign, in whole, but not in part, its rights under this Agreement as a Principal Stockholder (including, without limitation, its Board Quorum Rights, Board Rights, Committee Rights, Subsidiary Board Rights, Stockholder Quorum Rights, Consent Action Rights, Tag-Along Rights, Registration Rights, Preemptive Rights, Inspection Rights and Information Rights) to any Complete Rights Transferee (an “Assignment in Whole”).
The Stockholder Notice shall (i) provide the Stockholders to whom it is sent with notice of the actions taken in the Requisite Consent Action, including the approval of the Merger, and (ii) notify such Stockholders of their dissent and appraisal rights pursuant to Section 262 of the DGCL.
Failure to respond within such five (5) business day period shall be deemed to be an approval of the Purchaser Consent Action in question.
Pending such reinvestment, an amount equal to the lesser of (A) such Net Proceeds or (B) the outstanding Obligations, shall be delivered to Agent, for distribution first, to Swingline Lender as a prepayment of any Swing Loans and thereafter to Lenders, as a prepayment of any Revolving Loans, but, in either case, not as a permanent reduction of the Aggregate Revolving Commitment.
With respect to any proposed Purchaser Consent Action to be submitted to Purchaser for its consent pursuant to the preceding sentence, Purchaser shall consent or deny its consent, within five (5) business days following receipt by Purchaser of Seller's notice requesting Purchaser's consent to the proposed action and providing Purchaser with all background information necessary for Purchaser to make its decision.
Within three (3) business days after the date of this Agreement, in accordance with the DGCL and the Company’s Certificate of Incorporation and Bylaws, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every Stockholder of the Company that did not execute the Requisite Consent Action dated as of the date hereof.
As contemplated herein, the Parties agree that the Breach of Fiduciary Duty Claim in the Written Consent Action is derivative in nature.
It is understood that a non-discretionary lease renewal, expansion, surrender of space, sublease or assignment right or other similar right expressly set forth in an Existing Lease in favor of a tenant shall not be deemed to be a Purchaser Consent Action to the extent that the specific terms therefor are embodied in the lease in question and are non-subjective in nature.
For example, if a renewal has been granted in favor of a tenant for a specific term and at a specified fixed dollar rent per square foot, such renewal will not be a Purchaser Consent Action.
On the other hand, if a renewal has been granted to a tenant for a specific term and at a fair market rent to be mutually agreed upon by the Seller and tenant, the ability of Seller to agree upon a fair market rent shall be a Purchaser Consent Action.