Consent to the Merger. Each of Mr. Janseitov and Mr. Bergaliyev, as evidenced by their signature hereto, in lieu of a special meeting of the stockholders of the Company, does hereby consent to and approve (i) the Merger, (ii) the execution, delivery and performance by the Company of a Certificate of Ownership and Merger, in substantially the form attached hereto as Exhibit B, and (iii) the other transactions contemplated herein and therein.
Consent to the Merger. The Contributing Stockholder, as evidenced by its signature hereto, in lieu of a special meeting of the stockholders of the Company, does hereby consent to and approve the Merger, and the other transactions contemplated herein and therein.
Consent to the Merger. Each of the Class C Holders hereby consents to the execution and delivery of the Merger Agreement by NMC and VVI, and to the consummation of the transactions contemplated thereby, subject to their right to consent to certain amendments and changes as set forth in Section 1.3 (b) above. Each of the Class C Holders hereby acknowledges that all notices required to be given to it pursuant to the Purchase Agreement, the Registration Rights Agreement, the Certificate of Designation, the Warrants or otherwise as a result of the execution and delivery of the Merger Agreement (and, pursuant to the Purchase Agreement and the Certificate of Designation, to the consummation of the transactions contemplated thereby) by NMC and VVI have been duly given.
Consent to the Merger. Each of the Harbinger Funds, as evidenced by its signature hereto, in lieu of a special meeting of the stockholders of the Company, does hereby consent to and approve (i) the Merger, (ii) the execution, delivery and performance by the Company of a Certificate of Ownership and Merger, in substantially the form attached hereto as Exhibit B, and (iii) the other transactions contemplated herein and therein.
Consent to the Merger. Each of Keyboards and Networks and each of their respective general partners hereby acknowledges, agrees and consents to Hirsch’s entry into the Merger Agreement and to the consummation of the transactions contemplated thereby, including the Merger and hereby waives any right to notice, review or comment that may exist or have existed under the 1994 Settlement Agreement in connection with the execution, delivery and performance of the Merger Agreement, the Merger Documents or the consummation of the transactions contemplated thereby. Each of Keyboards and Networks and each of their respective general partners hereby waives any and all rights that they may have under Chapter 13 of the California Corporations Code with respect to the Merger, the Merger Agreement, the Merger Documents or the other transactions contemplated thereby, and agrees to exchange any and all shares of Xxxxxx common stock held by such parties for the merger consideration, consisting of a combination of cash, shares of SCM common stock and warrants to purchase shares of SCM common stock, as described in the Merger Agreement.
Consent to the Merger. Upon the date on which this Amendment becomes effective, the Majority Banks hereby consent to the HomeTown Merger and the execution and delivery of the Merger Agreement by the Borrower, Sub and HomeTown.
Consent to the Merger. Each of the Contributing Stockholder and Chairman SPV, as evidenced by such party’s signature hereto, in lieu of a special meeting of the stockholders of Parent, does hereby consent to and approve the Merger, and the other transactions contemplated herein.
Consent to the Merger. The Original Company has entered into the Merger Agreement and desires to consummate the Merger contemplated therein. The Original Company acknowledges that the Merger will constitute an Event of Default pursuant to Section 7.1(o) of the Purchase Agreement. The Purchaser hereby consents to the Merger and waives such Event of Default allowing the Original Company to consummate the Merger and any other transaction contemplated by the Merger Agreement.
Consent to the Merger. The Trustee hereby consents to the terms of the Merger as set forth in the Merger Agreement, and acknowledges that such consent shall constitute a final and irrevocable waiver of any further rights that the Trustee may otherwise have pursuant to the Stockholders' Agreement as the same applies to the Merger.
Consent to the Merger. Subject to the Company becoming the owner of not less than 90 percent of the issued shares of each class of HQGE, each of the Founders, as evidenced by his, her and its signature hereto, does hereby consent to and approve (i) the Merger, (ii) the execution, delivery and performance by the Company of a Certificate of Ownership and Merger in the State of Delaware, in substantially the form attached hereto as Exhibit A, (iii) the execution, delivery and performance by the Company of the Plan of Merger in the form attached hereto as Exhibit B1 and the Articles of Merger in the British Virgin Islands, in substantially the form attached hereto as Exhibit B2; and (iv) the other transactions contemplated therein.
