Common use of Consent Solicitation Clause in Contracts

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to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn).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to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "Consent Fee" shall be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. Grey shall commence, as promptly As soon as practicable on or after following the date of this Agreementhereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of the Holders of the Debentures to approve the adoption of the Second Supplemental Indenture all outstanding Notes (the "Consent Solicitation"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 ) to certain amendments (the "Expiration TimeAmendments"); provided) to that certain Indenture, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if dated as of such Expiration TimeMay 24, 1994 among Petro PSC Properties, L.P. (as predecessor to the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments will be conditioned upon obtaining valid consents from holders of not less than 75% in aggregate principal amount of the Notes outstanding. The other terms and 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, and the "Expiration Time" terms of the Amendments, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall thereafter be cooperate in the time at which making and completion of the Consent Solicitation will expire after giving effect and in causing the Amendments to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such extension. The Consent Solicitation shall provide that, subject tolists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and promptly after request the later ofTrustee to execute, an amendment to the execution and delivery Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders 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 requisite principal amount of Debentures in respect of which the Notes have consented (and not theretofore revoked 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 withdrawnsuch amendments). 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 the Purchasers shall (A) deliver to the adoption Company, promptly after receipt but in no case, more than 3 Business Days after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawncounsel) in respect of fewer than 75% of connection with or relating to 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 $20.00Solicitation.

Consent Solicitation. Grey shall commence, as promptly As soon as practicable on or after following the date of this Agreement-------------------- hereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of the Holders of the Debentures to approve the adoption of the Second Supplemental Indenture all outstanding Notes (the "Consent Solicitation"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 ) to certain amendments (the "Expiration TimeAmendments"); provided) to that certain Indenture, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if dated as of such Expiration TimeMay 24, 1994 among Petro PSC Properties, L.P. (as predecessor to the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments will be conditioned upon obtaining valid consents from holders of not less than 75% in aggregate principal amount of the Notes outstanding. The other terms and 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, and the "Expiration Time" terms of the Amendments, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall thereafter be cooperate in the time at which making and completion of the Consent Solicitation will expire after giving effect and in causing the Amendments to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such extension. The Consent Solicitation shall provide that, subject tolists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and promptly after request the later ofTrustee to execute, an amendment to the execution and delivery Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders 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 requisite principal amount of Debentures in respect of which the Notes have consented (and not theretofore revoked 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 withdrawnsuch amendments). 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 -------- ------- the Purchasers shall (A) deliver to the adoption Company, promptly after receipt but in no case, more than 3 Business Days after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawncounsel) in respect of fewer than 75% of connection with or relating to 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 $20.00Solicitation.

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 SolicitationCONSENT SOLICITATION"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 (the "Expiration TimeEXPIRATION 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 TimeEXPIRATION 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 FeeCONSENT 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 FeeCONSENT FEE" shall be equal to $20.00.