Holdings Consent Sample Clauses

Holdings Consent. Boron shall have received from Silicon a copy of the executed consent in the form of Exhibit A constituting the Holdings Consent.
Sample 1
AutoNDA by SimpleDocs
Holdings Consent. Seller and Seller Parent shall use commercially reasonable efforts to obtain, as promptly as practicable (and in any event with fifteen ( 15) Business Days) after the date hereof, the consent of the lenders and shareholders of LINPAC Holdings to the sale of the Shares pursuant to the terms of this Agreement as required by the LINPAC Credit Agreement and the LINPAC Shareholders’ Agreement (the “Holdings Consent”). Without limiting the foregoing, Seller and Seller Parent shall cause LINPAC Holdings to deliver to such lenders and shareholders, no less than three (3) Business Days after the date hereof, a notice and information statement providing all requisite information as reasonably determined by LINPAC Holdings to solicit the Holdings Consent and, with respect to the lenders of LINPAC Holdings only, sufficient to commence any applicable waiting periods after which the Holdings Consent shall be deemed (in whole or in part) to have been obtained (such notice and statement, the “Consent Notice”). A statement to the effect that the directors of LINPAC Holdings have approved this Agreement and the transactions contemplated hereby and have recommended to such lenders and shareholders that such lenders and shareholders provide the Holdings Consent shall be included in the Consent Notice and any other request or notice issued to the lenders and shareholders of LINPAC Holdings pursuant to the terms of the LINPAC Credit Agreement and the LINPAC Shareholders’ Agreement. Neither Seller nor Seller Parent may, and each of them shall cause Holdings and their other Affiliates (and the boards of directors or other applicable governing bodies) not to, (i) withdraw, amend, qualify or modify in any manner adverse to Buyer, or propose (publicly or in any manner that would reasonably be expected to become known by any lender to, or shareholder of, Holdings) to withdraw, amend, qualify or so modify their approval and recommendation of this Agreement and the transactions contemplated hereby or (ii) approve or recommend, or propose (publicly or in any manner that would reasonably be expected to become known by any lender to, or shareholder of, Holdings) to approve or recommend, any transaction or agreement described in Section 6.5 (other than with Buyer or its Affiliates).
Sample 1
Holdings Consent. Holdings hereby consent to the assignment and delegation referred to in the Notice and confirm the accuracy of the statements of the Administrative Agent contained in clauses (b)(i) and (ii) of paragraph 2, above, this day of , . LINCOLN ELECTRIC HOLDINGS, INC. By Its: EXHIBIT G FORM OF ADMINISTRATIVE QUESTIONNAIRE
Sample 1

Related to Holdings Consent

  • 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:

  • Conflicts; Consents None of the execution and delivery of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of the certificate of formation or limited liability company operating agreement of the Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Seller is a party, or by which the Seller's properties or assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby.

  • 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.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Marketing Consent The Borrower hereby authorizes JPMCB and its affiliates (collectively, the “JPMCB Parties”), at their respective sole expense, but without any prior approval by the Borrower, to publish such tombstones and give such other publicity to this Agreement as each may from time to time determine in its sole discretion, subject, in all instances, to the provisions of Section 9.12. The foregoing authorization shall remain in effect unless and until the Borrower notifies JPMCB in writing that such authorization is revoked.

  • Requisite Lenders’ Consent Subject to Section 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Lender Consent For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • 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.

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