Consent to Merger Agreement. Each Holder hereby consents to the Merger and entry by the Company into the Merger Agreement. Each Holder acknowledges and agrees that the Company will rely on this Amendment and Waiver in connection with the Merger and to satisfy the conditions set forth therein.
Consent to Merger Agreement. (a) Each SAC Shareholder, in accordance with Section 228 of the Delaware GCL, hereby irrevocably approves the form, terms, and provisions of this Agreement, and hereby irrevocably consents to and authorizes SAC (or any officer designated by the Board of Directors of SAC) to enter into the Merger Agreement and to perform its obligations thereunder. (b) Each of the SAC Shareholders hereby waives all rights available to it under the Delaware GCL to demand Appraisal of its shares of SAC Capital Stock.
Consent to Merger Agreement. Notwithstanding anything to the contrary, the Investor hereby acknowledges and agrees that by execution of this Agreement, the Investor hereby irrevocably consents and approves, for all purposes under the Holder Series A Note (including Section 5 thereof) and the Holder Series B Note (including Section 5 thereof), to the entry by the Company into, and consummation of, the Merger Agreement.
Consent to Merger Agreement. Borrowers represent and warrant to Lender that they have provided to Lender a true and complete copy of the Merger Agreement and all documents, instruments and agreements relating thereto or entered into in connection therewith including, without limitation, all so-called "side letters" relating to or affecting in any manner the transactions contemplated by the Merger Agreement (the "Merger Documents"). Based upon the representations of the Borrowers and subject to the understanding that upon the consummation of the merger transaction contemplated by the Merger Agreement, all Obligations will be paid in full in immediately available funds, Lender consents to the Company entering into the Merger Agreement and waives Borrowers' non compliance with Section 9.7 of the Loan Agreement with respect to the Merger Agreement. Any amendment, modification or change to the Merger Documents will be subject to the review and consent of the Lender, not to be unreasonably withheld, unless it affects the timely repayment of the Obligations as aforesaid.
Consent to Merger Agreement. By signing and submitting this Letter of Transmittal to the Paying Agent, and in further consideration of the undersigned’s receipt of the amount payable hereby, the undersigned hereby unconditionally approves and consents to the Merger and the transactions contemplated by, and terms and conditions of, the Agreement in all respects and irrevocably waives, to the fullest extent permitted by the Delaware Limited Liability Company Act (the “Act”), the undersigned’s right to dissent and seek appraisal that he, she or it may have under the Act, the Second Amended and Restated Limited Liability Company Agreement of the Company dated October 21, 2020 (as amended, the “LLC Agreement”) or the Agreement.
Consent to Merger Agreement. The Administrative Agent and the Lenders hereby consent to the Borrower’s execution of the Merger Agreement. Notwithstanding the foregoing, however, nothing set forth in this Agreement, the Credit Agreement or any other Credit Document is intended as, or shall be construed as, a waiver by the Lenders of any Default or Event of Default (including, but not limited to, an Event of Default arising under Section 7.1(h) of the Credit Agreement) that may occur as a result of the consummation of the “Merger” (as defined in the Merger Agreement) without the contemporaneous occurrence of the Payoff.
Consent to Merger Agreement. Pursuant to the Partnership Agreement and IXX, the Investor hereby consents to the transactions contemplated by the Merger Agreement for all purposes thereunder and agrees to the treatment of the OP Series B Preferred Units as contemplated herein and therein.
Consent to Merger Agreement. In accordance with Section 4(b) of the Certificate of Designation, as currently in effect, each Series A-1 Holder hereby consents to (i) the Company entering into the Merger Agreement in the form attached hereto as Exhibit B; (ii) any such modifications, revisions and amendments to the Merger Agreement as the Company, the Buyer and Merger Sub shall agree in accordance with the terms of the Merger Agreement; provided, however, that the parties hereto agree that no modification, revision or amendment may be made to Merger Agreement that could reasonably be deemed to either (A) be adverse to the Series A-1 Holders or (B) confer additional benefits upon any stockholder or member of management of the Company, in each case, without the prior written consent of Thomas Weisel Capital Partners, L.P. ("TWCP") (any modification, revixxxx xr xxxxxment made in violation of this proviso, a "Non-Consenting Amendment"); (iii) the Merger; and (iv) the Restatement of the Certificate of Designation.
Consent to Merger Agreement. Subject to the satisfaction of the conditions set forth in Paragraph 5, below, the Agent and the Lenders hereby consent to the Borrower’s entering into, and performing all of its obligations under, the Merger Agreement (notwithstanding anything to the contrary contained in the Credit Agreement and notwithstanding the existence of any Events of Default thereunder at any time). Nothing contained in this Paragraph is intended to be, nor shall be construed as, an agreement by the Agent and/or the Lenders to release their security interests and/or liens in the assets of the Credit Parties until irrevocable payment in full of all Obligations, or a waiver by the Agent and the Lenders of their right to require payment in full of the Obligations upon the consummation of the transaction contemplated by the Merger Agreement.
