Consent Solicitations Clause Samples
Consent Solicitations. (i) The Company shall use its reasonable best efforts to commence, on the date designated by Parent after the effectiveness of the Form S-4 on at least five Business Days’ notice to the Company, a consent solicitation with respect to the Company Notes (the “Consent Solicitation”) for the purposes of obtaining the consents, amendments and waivers from holders of the Company Notes set forth on Section 5.11(e) of the Parent Disclosure Letter on customary terms and conditions reasonably acceptable to Parent and the Company. The Company shall use its reasonable best efforts to obtain the requisite consents from holders of the Company Notes to effect such consents, amendments or waivers; provided that (x) the Company shall have received from Parent the completed Consent Solicitation Documents (as defined below) which shall be reasonably acceptable to the Company and (y) at the time of such commencement, Parent and Merger Sub shall have performed or complied in all material respects with all of their agreements and covenants required by this Agreement to be performed on or prior to the time that the Consent Solicitation is to be commenced. The Company shall waive any of the conditions to the Consent Solicitation (other than that there shall be no order prohibiting consummation of the Consent Solicitation) as may be reasonably requested by Parent in writing and shall not, without the consent of Parent, waive any condition to the Consent Solicitation or make any changes to the terms and conditions of the Consent Solicitation other than as agreed between Parent and the Company.
(ii) The Company shall retain the financial institution reasonably requested by Parent and reasonably acceptable to the Company to act as sole solicitation agent in connection with the Consent Solicitation. The Company shall execute a customary solicitation agent agreement, in form and substance reasonably acceptable to Parent and the Company, with such financial institution and shall use its reasonable best efforts to provide the solicitation agent with (or assist the solicitation agent in obtaining) a list of holders of the Company Notes, customary legal opinions as may be reasonably requested by the solicitation agent and any other customary documents reasonably required by the solicitation agent in connection with the Consent Solicitation.
(iii) The Company covenants and agrees that, promptly following the expiration of the Consent Solicitation, assuming the requisite consents under the C...
Consent Solicitations. The Company shall have completed the Consent Solicitations and shall have received consent from holders of a majority of the outstanding Notes of each series consenting to the Transactions and the TM Distribution; provided, however, that prior to asserting this condition, the applicable party shall have complied in all material respects with its obligations under Section 6.11.
Consent Solicitations. Evidence satisfactory to the Agents that (i) the Company shall have received sufficient Old Subordinated Note Consents pursuant to the Old Subordinated Note Consent Solicitation to authorize the execution and delivery of the Old Subordinated Note Supplemental Indenture and the Old Subordinated Note Supplemental Indenture shall have been duly executed and delivered by the Company, all guarantors of the Old Subordinated Notes and the Old Subordinated Note Trustee and all conditions to the effectiveness thereof shall have been satisfied or that all Old Subordinated Notes shall have been tendered to Bankers Trust Company, as depositary under the Old Subordinated Note Tender Offer, and not withdrawn and, subject to the terms of the Old Subordinated Note Tender Offer, the right to withdraw such tenders shall have expired and (ii) the Company shall have received sufficient Old Parent Discount Note Consents pursuant to the Old Parent Discount Note Consent Solicitation to authorize the execution and delivery of the Old Parent Discount Note Supplemental Indenture and the Old Parent Discount Note Supplemental Indenture shall have been duly executed and delivered by the Parent and the Old Parent Discount Note Trustee and all conditions to the effectiveness thereof shall have been satisfied or that all Old Parent Discount Notes shall have been tendered to Bankers Trust Company, as depositary under the Old Parent Discount Note Tender Offer, and not withdrawn and, subject to the terms of the Old Parent Discount Note Tender Offer, the right to withdraw such tenders shall have expired.
Consent Solicitations. As soon as practicable following the execution and delivery of this Agreement the Company shall commence the Consent Solicitations with respect to all of its 11% Senior Subordinated Notes, 10% Senior Subordinated Notes and 10% Senior Notes whereby the Company shall solicit the consents of the holders of the Notes regarding amendments to the covenants contained in the respective Notes Indentures (the "Indenture Amendments"), in each case contemplated by Schedule 6.11
Consent Solicitations. As promptly as reasonably practicable following the date hereof, the Parent shall commence solicitations (the "Consent Solicitations") of consents ("Consents") from holders of the Parent's debt securities registered under the Securities Act of 1933 and outstanding immediately prior to the Closing Date (the "Public Debt") in order to permit the Parent and the Seller to consummate the transactions contemplated hereby.