Consent to Certain Actions. If either the Company or the Offeror (the “Requesting Party”) shall be required to obtain the prior written consent of the other (the “Consenting Party”) to any action restricted pursuant to the provisions of Section 5.1 or 5.2, as the case may be, the Requesting Party shall provide a written request to the Consenting Party for the taking of such action and, if the Consenting Party has not responded in writing to the Requesting Party within three business days of the receipt by the Consenting Party of such request, the Consenting Party shall be deemed for the purposes of this Agreement to have consented to the taking of such action.
Consent to Certain Actions. (a) Subject to the provisions of Section 4.1(b), without the prior written approval of MTIC, the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to:
Consent to Certain Actions. (a) Subject to the provisions of Section 4.1(b), without the prior written approval of TopCo Parent, the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to:
Consent to Certain Actions. The Lessor shall transfer the Facility in accordance with Article 15 of the Lease and each of the Lessor and, if applicable, the Administrative Agent and/or the Collateral Agent shall execute such documents and instruments necessary to effect such transfer. Upon satisfaction in full of the Lessee's obligations under the Operative Documents, the Administrative Agent shall release the Mortgage and Collateral, and, together with the Lessor, execute such instruments and agreements as are necessary to effectuate such release. The Lessor and the Administrative Agent shall enter into nondisturbance agreements.
Consent to Certain Actions. (a) Subject to the provisions of Section 4.1(b), without the prior written approval of the Apollo Stockholder, the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to:
Consent to Certain Actions. Pursuant to Section 6.01 of the Merger Agreement, Parent hereby agrees that the payment of certain additional fees to Oak Hill Capital Management, Inc. and Olympus Growth Fund III, L.P. as Company Closing Costs and the forgiveness of certain indebtedness of management stockholders in connection with the Merger as described in the Unanimous Written Consent of the Board of Directors of the Company dated as of January 30, 2007, a counterpart of which is attached hereto as Annex B will not constitute a breach of any representation or covenant of the Company under the Merger Agreement.
Consent to Certain Actions. (a) The Guarantor hereby acknowledges and agrees that the following actions may be undertaken from time to time without notice to the Guarantor and such actions shall not release, impair, or otherwise affect this Guaranty:
Consent to Certain Actions. (a) Each of the Securityholders hereby irrevocably agrees that such Securityholder will not vote or permit to be voted any Securities having voting rights that are owned by such Securityholder or over which such Securityholder has voting control, and shall use such Securityholder's best efforts to cause such Securityholder's designees as directors not to vote, in favor of any action referred to in Schedule 5 that has not been first submitted by written notice to ---------- the Majority Heritage Holders at least ten (10) days' prior to the earlier of the taking of such action or any Board or stockholder action approving or ratifying any such action, provided, that such prior notice shall not be required in the event any such action shall have been approved (by written consent or by affirmative vote at a meeting of the Board of Directors) by one director of Holding who was designated as such by the Majority Heritage I Holders pursuant to any of Sections 3.1(a), (b) or (c) above, as the case may be, or by one director of Holding who was designated as such by the Majority Heritage II Holders pursuant to any of such subsections. Notwithstanding the foregoing or anything stated in Schedule 5 hereto, no such prior written notice ---------- or prior approval shall be required for Holding or any of its Subsidiaries to perform any of their respective obligations under this Agreement, the Stock Purchase Agreement, any Repurchase Agreement, Holding's By-Laws, or any employee stock incentive or option plan or any other agreement to which the Company is a party or otherwise board approved by the Board of Directors of Holding prior to the Xxxxxxx Closing Date, or approved by the Board of Directors of Holding after the Xxxxxxx Closing Date in accordance with the provisions hereof, nor shall any such prior written notice or prior approval be required in order for any party hereto, or to any of the above agreements (other than Holding), or any person having rights under any of the above documents (other than Holding), to exercise any right or benefit provided to such party therein.
Consent to Certain Actions. Each of the Stockholders, by execution of this Agreement, does hereby, (a) consent to the creation of the New Shares and the issuance of the New Shares in exchange for the Old Shares, (b) consent to the creation of the Series C-1 Senior Preferred Stock of the Company and the issuance of the Series C-1 Senior Preferred Stock of the Company in exchange (the “Series C Preferred Stock Exchange”) for the Series C Senior Preferred Stock of the Company pursuant to the Series C Preferred Stock Subscription and Exchange Agreement, dated as of May 9, 2012, by and among the Company and Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P., and (c) waive such Stockholder’s rights, if any, to acquire capital stock of the Company in connection with the Series C Preferred Stock Exchange pursuant to Section 1(h) of the Fourth Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of the Company. Each Stockholder acknowledges and agrees that this Agreement constitutes such Stockholder’s written consent to the foregoing pursuant to Section 228 of the General Corporation Law of the State of Delaware. Promptly following the execution of this Agreement, each Stockholder shall deliver a signed and dated copy of this Agreement to the Secretary of the Company and hereby directs the Secretary of the Company to file the fully executed copy of this Agreement with the books and records of the Company in accordance with Section 228 of the General Corporation Law of the State of Delaware.
Consent to Certain Actions. Each Borrower acknowledges and agrees that upon termination of the forbearance provisions of Section 2 above, such Borrower shall not contest or object to any actions which a Lender may take to exercise its rights and remedies against such Borrower under the Note and the other Loan Documents, including without limitation, the right to foreclose its liens and security interests in the collateral described in the Mortgage pursuant to the provisions of the Uniform Commercial Code and the provision of the Illinois Mortgage Foreclosure Law (Chapter 735, Sections 5/15-1101 et seq., Illinois Compiled Statutes), and such Borrower shall not object or contest in any way, and hereby consents to, all such actions. Each Lender is specifically relying upon the covenants and agreements contained in this Section and such covenants and agreements constitute a material inducement to enter into this Agreement. The covenants and agreements made by the Borrowers herein shall survive the termination of this Agreement.
