Exit Consent Sample Clauses

Exit Consent. Each of the Consenting Noteholders who validly Exchanges its Notes pursuant to this Agreement will be deemed, by tendering its Notes for exchange, to have delivered a consent to the adoption of the Amendments, in substantially the form attached as Exhibit A hereto, effective immediately prior to the Closing. The Consenting Noteholders, with the cooperation of the other Parties hereto, shall instruct the Depository Trust Company, as record holder of the Notes, as necessary to effect such consent under the indentures governing the Notes prior to the Closing.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Exit Consent. The 9% Notes contain certain restrictions on the payment of dividends and other distributions and the incurrence of certain unsecured debt (Sections 7 and 8, respectively, of the 9% Notes). In addition, the 9% Notes provide that it shall be an Event of Default if the Company has earnings per share of less than $.20 for fiscal years 1995 or 1996 (Section 5.7 of the 9% Notes). Further, the 9% Notes contain anti-dilution provisions that adjust the conversion price at which the 9% Notes are converted into shares of Common Stock and, therefore, the number of shares of Common Stock issuable upon conversion of the 9% Notes. Issuance of the New Securities pursuant to this Agreement would likely cause an adjustment to the conversion price and the number of shares issuable upon subsequent conversion of any of the 9% Notes which remain outstanding after the Effective Date. With full knowledge of the foregoing, Buyer hereby consents to (i) modify the 9% Notes by eliminating Sections 7 and 8 thereof (the restrictions on dividends and distributions and on certain indebtedness, respectively), Section 5.7 (the earnings-per-share Event of Default), Section 5.8 (the Event of Default for non-compliance with Sections 7 or 8) and all references in the 9% Notes to the foregoing provisions and (ii) the waiver of any anti-dilution adjustments with respect to the conversion price or the number of shares issuable upon conversion of the 9% Notes as a result of this Agreement or the issuance of any of the New Securities. In order for the foregoing consent and waiver to be effective, such consent and waiver must be agreed to by Buyers holding at least 51% of the aggregate principal amount of the 9% Notes outstanding. For purposes of this Paragraph 8, the term "9% Notes" shall mean all of the Company's 9% Subordinated Convertible Notes due December 15, 1997 issued in connection with the Company's Confidential Private Placement Memorandum dated December 1, 1995.
Sample 1Sample 2
Exit Consent. Receipt by the Working Capital Facility Agent of a copy of each of the WCFA Assignment and Assumption Agreements; and
Sample 1Sample 2
Exit Consent. The Participating Holders shall, on or before the closing of Offer, provide their written consent to amend the 1998 indenture as set out in Schedule 1 hereto. In the event that the Company elects to issue an exchange offer as contemplated by paragraph 1 hereof, the Participating Holders shall provide such additional consents as the Company may reasonably require to effect such Exchange Offer. Any such consents shall only become effective upon the consummation of the Offer.
Sample 1
Exit Consent. 5 SECTION 3.02. Amendment and Restatement of Existing Indenture.............. 5
Sample 1
Exit Consent. Except as otherwise provided in Section 3.02, on the Exchange Date each Consenting Noteholder will deliver to the Company a consent, in form and substance reasonably satisfactory to the Company to the entry by the Trustee on each such Consenting Noteholder's behalf, into the Fifth Supplemental Indenture to the Existing Indenture (the "Fifth Supplemental Indenture") in substantially the form attached hereto as Exhibit D, which will modify, among other things, certain covenants and other provisions of the Existing Indenture as set forth in the Fifth Supplemental Indenture.
Sample 1

Related to Exit Consent

  • Bank Consent The Company, prior to the Closing Date shall obtain the express written consent and/or necessary waivers from LaSalle Bank Nation Association (the “Bank”) and any other person, so as to approve and/or waive, as the case may be (i) this Agreement; (ii) the Notes and Warrants; (iii) any defaults or event of default that may have or will have occurred; and (iv) all other such Transaction Documents as may be deemed necessary (the “Bank Consent”).

  • Limited Consent (a) Notwithstanding any provision of the Credit Agreement and any other Loan Document to the contrary (including Sections 6.6, 6.11 and 6.14 of the Credit Agreement), the Requisite Lenders and the Administrative Agent hereby consent to the Borrower Securities Repurchase so long as: (i) at the time of any repurchase of Securities and after giving effect thereto, no Default or Event of Default has occurred and is continuing; (ii) all Securities purchased pursuant to the Borrower Securities Repurchase are acquired on or before June 30, 2016; and (iii) the aggregate amount of Securities purchased pursuant to the Borrower Securities Repurchase does not exceed the lesser of (A) $50,000,000 and (B) 1,250,000 common shares of the Borrower.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following:

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

  • Waiver; Consent This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or breach.

  • Data Privacy Consent In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

  • Waiver and Consent No consent or waiver, express or implied, by either party to or of any breach or default by the other party of any or all of its obligations under this Agreement will be valid unless it is in writing and stated to be a consent or waiver pursuant to this section.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.