CONSENT TO EXCHANGE Sample Clauses

CONSENT TO EXCHANGE. The Common Unit Holders, representing all of the members of Omni ("Members") consent to : (a) the Exchange pursuant to this Agreement; (b) the transfer of each of the Common Unit Holder's interests to Omni Energy as set forth in Exhibit A; (c) the admission of Omni Energy as a substitute Member for each Common Unit Holder; and (d) the Amendment to Schedule A of the Operating Agreement as set forth in Exhibit B. The Option Holders consent to the exchange of their 1,116 Common Unit Options for 118,018 options to purchase Omni Energy Common Stock.
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CONSENT TO EXCHANGE. The Shareholder hereby consents to exchange all its shares of capital stock of Mayford for the capital stock of Syntec as provided in Exhibit "A" attached hereto.
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CONSENT TO EXCHANGE. (a) Prior to giving effect to the Exchange, JEDI is the record holder of 100,000 shares of Series C Preferred Stock, representing all of the issued and outstanding Series C Preferred Stock of the Issuer. By entering into this Agreement, JEDI hereby consents and agrees to the transactions constituting the Exchange as the sole holder of the Issuer's Series C Preferred Stock. Upon consummation of the transactions constituting the Exchange, no shares of the Issuer's Series C Preferred Stock will be outstanding.
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CONSENT TO EXCHANGE. Each Shareholder hereby consents to exchange all his shares of capital stock of Life2K for the capital stock of Generation as provided in Exhibit "A" attached hereto.
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CONSENT TO EXCHANGE. By execution of this Agreement, each Stockholder and each Family Partnership Affiliate who is the holder of Outstanding Derivative Securities agrees that each such Outstanding Derivative Security which is outstanding at the Effective Time will be exchanged for a Substitute Derivative Security in accordance with the terms of Section 2.07(a). On or before the date hereof, each Person who holds one or more Outstanding Derivative Securities and who is not a Stockholder has agreed in writing that each such Outstanding Derivative Security will be exchanged for a Substitute Derivative Security in accordance with the terms of Section 2.07(a). The Company has delivered a true and correct copy of each such written agreement to OEI.
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CONSENT TO EXCHANGE. The Holders hereby consent to the Exchange (as such term is defined in the Term Sheet) upon the terms and conditions as set forth in the Term Sheet and agree to exchange their Notes for shares of Series C convertible preferred stock of the Company as contemplated by the Term Sheet and in connection therewith, to execute, acknowledge and deliver any and all documents, agreements, certificates and instruments necessary to effect the Exchange, and to take all such other actions as may be reasonably requested by the Company in connection with the Exchange.
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CONSENT TO EXCHANGE. The Purchasers and the Agent hereby consent to the transactions contemplated by the Exchange Agreements and in connection therewith, the repurchase of $200,000,000 principal amount of Convertible Notes in exchange for cash payments of $30,000,000, the issuance of $120,000,000 of New Notes and the issuance of the Borrower’s Common Stock, all pursuant to the terms of the Exchange Agreements and the Third Indenture (in each case without amendment). For the avoidance of doubt, neither the issuance of the New Notes nor the conversion thereof into the Borrower’s Common Stock shall constitute a Major Transaction.
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Related to CONSENT TO EXCHANGE

  • Consent to Examination In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the USA PATRIOT Act and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

  • Without Consent of the Holders The Issuer and the Indenture Trustee may amend this Indenture, the Notes or the Security Documents without notice to or consent of any Holder:

  • With Consent of the Holders (a) The Issuer and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not:

  • Consent to Electronic Notice Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted Electronic Notice shall be ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.

  • Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

  • Consent to Service Each party irrevocably consents to the service of process by registered or certified mail, postage prepaid, to it at its address given pursuant to Article XVIII hereof.

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

  • Consent to Amendments This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, (i) with the written consent of the holders of all Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes of all Series, at the time outstanding (and not without such written consents), the Notes of such Series may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes of such Series, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (iv) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term "this Agreement" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

  • Amendment Without Consent of Holders Without the consent of any Holders, the Company, the Collateral Agent and the Purchase Contract Agent, at any time and from time to time, may amend this Agreement, in form satisfactory to the Company, the Collateral Agent and the Purchase Contract Agent, for any of the following purposes:

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