Consent Solicitation. (a) The Controlling Partnership and the Seller shall as promptly as practicable prepare a written consent and such other documents, substantially in the form of the draft provided by the Controlling Partnership to the Seller concurrently with the execution of this Agreement with such changes as deemed reasonably necessary by the Controlling Partnership and Seller acting in good faith (collectively, the “Consent Solicitation Documents”) that may be necessary or desirable (as agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law) to obtain the consent of the holders of at least a majority of the Seller Common Units for which a properly submitted consent form is submitted in response to the Consent Solicitation Documents (excluding in both the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates) to consummate the Purchase and Sale (the “Requisite Unitholder Consent”), all pursuant to the procedures to be agreed reasonably and in good faith by the Controlling Partnership and the Seller, taking into account requirements under applicable law. To the extent that the consent of holders of at least a majority of the Seller Common Units outstanding (excluding from the numerator and the denominator any Seller Common Units whose consent rights are controlled by the Controlling Partnership or its affiliates and any Seller Common Units whose consent rights are controlled as of the applicable record date by a person who has informed the Seller in writing that it will not submit a consent form in response to the Consent Solicitation Documents) have been obtained, all consents shall cease to be revocable and the Requisite Unitholder Consent shall be deemed to have been obtained on such date. Subject to Section 5.1(e), the Board has recommended that the holders of Seller Common Units consent to the matters included in the Requisite Unitholder Consent (the “Seller Recommendation”), and the Seller shall include the Seller Recommendation in the Consent Solicitation Documents.
Consent Solicitation. In connection with the Exchange Offer, the Company will seek consents from Participating Holders to: • amend the Existing Notes Indenture (the “Consent Solicitation”) to: • waive the applicable change of control provisions; • permit the entry into, and incurrence of draws pursuant to, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Date.
Consent Solicitation. The Exchange Offer Documents shall provide that (A) holders of Senior Preferred Stock who validly tender in the Exchange Offer shall also execute a written consent to an amendment to the Company’s Certificate of Incorporation in the form attached hereto as Exhibit T (the “Proposed Amendments”) and (B) the Proposed Amendments with respect to each series of Senior Preferred Stock shall become effective upon the filing with the Secretary of State of the State of Delaware of a certificate of amendment of the Company’s Certificate of Incorporation which shall be filed promptly following (i) acceptance by the Company for exchange of shares of Senior Preferred Stock tendered pursuant to the Exchange Offer that represent a majority of the shares of such series of Senior Preferred Stock outstanding on the Commencement Date and (ii) receipt by the Company of the approval by the requisite vote of holders of Common Stock of the Proposed Amendments.
Consent Solicitation. All information furnished on or in any document mailed, delivered or otherwise furnished or to the be mailed, delivered or otherwise furnished to shareholders by the Company in connection with the solicitation of their consent to this Agreement and the Merger and the other matters contemplated by Section 6.6 hereof, did not and will not, as the case may be, contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made, not misleading.
Consent Solicitation. Pursuant to the Consent Solicitation, Company shall have obtained all such consents and amendments with respect to the Existing Subordinated Note Indenture as may be required to permit the consummation of the Recapitalization, the related financings (including the incurrence of the Obligations hereunder) and the other transactions contemplated by the Loan Documents.
Consent Solicitation. The Company shall have obtained all necessary consents contemplated for the Consent Solicitation or the Backstop Debt Financing shall have been provided pursuant to the Backstop Debt Financing Commitment (as amended to the extent permitted by Section 6.03(b)) on terms consistent with the terms thereof;
Consent Solicitation. Grey shall commence, as promptly as practicable on or after the date of this Agreement, a solicitation of consents of the Holders of the Debentures to approve the adoption of the Second Supplemental Indenture (the "Consent Solicitation"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 (the "Expiration Time"); provided, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if as of such Expiration Time, the conditions set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and in the case of such extension of the Consent Solicitation, the "Expiration Time" shall thereafter be the time at which the Consent Solicitation will expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "Consent Fee" shall be equal to $23.33; provided, however, that if consents to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "Consent Fee" shall be equal to $20.00.
Consent Solicitation. Banro shall take all actions necessary (including, as appropriate solicit and obtain the consent of the holders of notes issued pursuant to the Note Indenture and the trustee and other parties to the collateral trust agreement and security agreements related to the Note Indenture) to, and shall within 60 days of the date hereof, amend the Note Indenture and the collateral trust agreement and security agreements related thereto to characterize the PSA Obligations as a Priority Lien in accordance with the Note Indenture and as otherwise reasonably requested by the Purchaser.
Consent Solicitation. SECTION 5.8 control.................................................... SECTION 8.3(d) Convertible Debentures..................................... SECTION 3.2 DGCL....................................................... SECTION 3.3
Consent Solicitation. The Issuer shall, and shall cause its Subsidiaries and Representatives to, conduct the consent solicitation described in the Consent Solicitation and Disclosure Statement in accordance and compliance with all applicable Laws.
