Consent to Transaction. The Stockholder hereby consents to the Company’s entry into the Merger Agreement for purposes of Section 11 of the Series A Certificate of Designation and Section 6.4 of the Amended and Restated Securities Purchase Agreement, dated as of October 18, 2016, by and among the Company, the Stockholder and Sundara Investment Partners, LLC (as amended, the “SPA”). Solely for the benefit of the other parties to the SPA (which shall be intended third party beneficiaries of this sentence), the Stockholder agrees that Sections 6.14(b) - (e) of the SPA shall not apply to, and hereby waives its rights (including rights to receive notice) under such provisions with respect to, the transactions contemplated by the Merger Agreement (including the Offer). Solely for the benefit of the Stockholder (and not Parent or Merger Sub), the Company shall not agree to or give any modification, consent, waiver or amendment to or under any provision of the Merger Agreement that would be adverse to the Stockholder (including if such modification, consent, waiver or amendment that would reduce the amount, change the form or otherwise adversely affect the consideration payable to the Stockholder pursuant to the Offer or the Merger Agreement) without the prior written consent of the Series A Preferred Majority Holders (as defined in the Series A Certificate of Designation).
Consent to Transaction. Agent and the Lenders hereby consent to the Transaction, provided that (a) the representations and warranties set forth in Section 7 hereof and all representations and warranties of Borrower and Guarantor in the Loan Documents as amended by this Amendment (as if remade as of the Transaction Closing Date except to the extent such representations and warranties relate solely to an earlier date) shall be true and correct in all material respects as of the Transaction Closing Date, (b) no Event of Default shall have occurred and be continuing as of the Transaction Closing Date, (c) as of the Transaction Closing Date, there shall not have occurred a “Company Material Adverse Effect”, as defined in the Merger Agreement since December 31, 2011, (d) Borrower shall have paid the fee required by the First Amendment Fee Letter on the Transaction Closing Date and shall have performed all its obligations under this Amendment, (e) on or before the Transaction Closing Date, Borrower shall have delivered to Agent a due authorization, execution and delivery and enforceability legal opinion with respect to this Amendment and the First Amendment Fee Letter, substantially in the form of the due authorization, execution and delivery and enforceability opinion delivered to Agent at Closing with respect to the Loan (but with such changes as are necessary for the particulars of the transaction), (f) on or before the Transaction Closing Date, Borrower shall have delivered to Agent evidence, reasonably satisfactory to Agent, of the due authorization by Borrower and GWRI of this Amendment and the First Amendment Fee Letter, current good-standing certificates from all relevant jurisdictions of organization with respect to Borrower, GWROP and GWRI, and photo identification, certified by an officer of Borrower, of the individuals executing this Amendment and the First Amendment Fee Letter on behalf of Borrower and GWRI; (g) on or before the Transaction Closing Date, Borrower shall have delivered to Agent such items as Agent may reasonably request to satisfy the Patriot Act and other “know your customer” Legal Requirements, and (h) on or before the Transaction Closing Date, Borrower shall have paid all of the costs and expenses of Agent and Lenders as more particularly described in Section 15 hereof.
Consent to Transaction. By execution of this Agreement, each of the Shareholders and the UBL hereby consents to the transaction contemplated by this Agreement and the Amended Articles pursuant to Sections 23B.07.040 and 23B.08.210 of the Washington Business Corporation Act.
Consent to Transaction. Bank hereby consents to the Transaction referred to in Recital E. above.
Consent to Transaction. 2.1 Subject to Section 2.2, the Agent and each Lender hereby consents to the Transaction (the “Transaction Consent”), provided that:
Consent to Transaction. Creditor hereby consents to the transactions between the Company and ST contemplated by the Asset Purchase Agreement and the License Agreement and waives any rights it may have as against the Released Parties arising out of or triggered by such transactions.
Consent to Transaction. Wynnchurch hereby consents, solely for purposes of the Investment Documents, to the Merger of the Company with and into the Subsidiary on the terms set forth in the Merger Agreement, such consent being expressly conditioned upon and subject to (i) consummation (concurrent with consummation of the Merger) of the transactions contemplated by this Agreement, (ii) payment in full by the Company of all amounts owed to Wynnchurch pursuant to the Investment Documents (including without limitation, all guaranty fees) and (iii) delivery of written documents terminating the financing commitments of Wynnchurch to the Company (in form and substance satisfactory to Wynnchurch) including a letter from the Company terminating Wynnchurch’s commitments to provide additional funding and delivery of a release by the Company or its lenders (in form and substance satisfactory to Wynnchurch, as applicable) of all guaranties previously provided by Wynnchurch in connection with indebtedness of the Company and its Subsidiaries, including a release by Fleet Capital Corporation of all obligations of Wynnchurch under the Guaranty Agreement. Further, Wynnchurch agrees, in connection with the consummation of the merger, as follows:
Consent to Transaction. 3.1. Notwithstanding the terms of Section 10.1 (Change of Name, Etc.) of the Loan Agreement, Lender hereby consents, subject to the conditions contained herein, to:
Consent to Transaction. Pursuant to Section 9.5.2 of the Credit Agreement, the Agent and the Majority Banks hereby give their consent to the sale of assets contemplated by the Transaction.
Consent to Transaction. Shareholders, constituting all of the shareholders of Seller, hereby consent to the transactions herein provided for, and agree that this consent in writing shall be deemed to be the action required by the charter documents and by-laws of Seller and the applicable laws of the Cayman Islands. Each Shareholder agrees to vote all of its shares of stock of Seller in favor of approving any and all other action necessary to be taken by Seller in order to comply fully with this Agreement, at any and all meetings of Seller held for any such purpose.
