Irrevocable Consent Sample Clauses

Irrevocable Consent. The Company Holder hereby agrees not to modify, revoke or rescind the Written Consent executed by the Company Holder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent executed by the Company Holder or any resolution contained therein or otherwise precluding approval of the Merger, the Merger Agreement or any Related Agreement or the adoption of the Merger Agreement unless and until the Merger Agreement is terminated in accordance with its terms. The Company Holder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any Proceeding, in law or in equity, in any court or before any Governmental Authority, that (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Consent or this Agreement or the execution and delivery of the Merger Agreement and Related Agreements or the consummation of the Merger and the other transactions contemplated thereby or (ii) alleges that the execution and delivery of the Written Consent or this Agreement by the Company Holder, either alone or together with the other consents, voting or stockholder agreements and proxies to be delivered in connection with the Merger Agreement, breaches any fiduciary duty, whether of the Board of Directors of the Company or any member thereof, of any officer of the Company or of any holder of Company Capital Stock or other Company securities.
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Irrevocable Consent. Each of the Parties hereby irrevocably and generally consents in respect of any legal action or proceedings arising out of or in connection with this Agreement to the giving of any relief or issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property, assets or revenues whatsoever (irrespective of their use or intended use) of any order, judgment or award which may be made or given in such action or proceeding.
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Irrevocable Consent. Any consent given pursuant to the provisions of this Article by any Owner of a Bond shall be irrevocable, and shall be conclusive and binding upon all future Owners of the same Bond delivered upon transfer thereof or in exchange therefor or in replacement thereof.
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Irrevocable Consent. Prior to the Expiration Time, Stockholder hereby agrees not to modify, revoke or rescind the Written Consent or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent or any resolution contained therein or otherwise precluding approval of the Merger, the Transactions, any Transaction Document or the adoption of the Merger Agreement. Stockholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Consent or this Agreement or the execution and delivery of the Merger Agreement and Transaction Documents or the consummation of the Merger and the other Transactions or (ii) alleges that the execution and delivery of the Written Consent or this Agreement by Stockholder, as applicable, either alone or together with the other written consents or stockholder agreements to be delivered in connection with the execution of the Merger Agreement, breaches any fiduciary duty, whether of the Board or any member thereof, of any officer of the Company or of any holder of Company Capital Stock or other Company securities.
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Irrevocable Consent. Securityholder hereby agrees not to modify, revoke or rescind the Written Consent delivered by Securityholder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent delivered by Securityholder or any resolution contained therein or otherwise precluding approval of the Merger or the other Transactions, or the adoption of the Merger Agreement, unless and until the Merger Agreement is terminated. Securityholder agrees not to exercise any rights of appraisal that Securityholder may have (whether under Applicable Law or otherwise) or could potentially have or acquire in connection with the Merger.
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Irrevocable Consent. If Holder has not previously done so, concurrently with the execution and delivery of this Agreement, Holder shall deliver to Purchaser a duly executed written consent in the form attached hereto as Exhibit A (the "Seller Stockholder Written Consent"). Holder hereby agrees not to modify, revoke or rescind the Seller Stockholder Written Consent or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Seller Stockholder Written Consent or any resolution contained therein or otherwise precluding approval of the Asset Purchase, the Purchase Agreement, any Seller Ancillary Agreements or the adoption of the Purchase Agreement, unless and until the Purchase Agreement is terminated pursuant to Article VII thereof. Holder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Entity, which (a) challenges the validity of or seeks to enjoin the operation of any provision of the Seller Stockholder Written Consent or this Agreement or the execution and delivery of the Purchase Agreement and the Seller Ancillary Agreements or the consummation of the Asset Purchase and the Transactions or (b) that the execution and delivery of the Seller Stockholder Written Consent or this Agreement by Holder, as applicable, either alone or together with the other Seller Stockholder Written Consents or voting or stockholder agreements and proxies to be delivered in connection with the execution of the Purchase Agreement, breaches any fiduciary duty, whether of the board of directors of Seller or any member thereof, of any officer of Seller or of any holder of Seller Capital Stock or other Seller securities.
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Irrevocable Consent. Immediately following the execution of the Agreement, the Company shall use its best efforts to cause each of the Principal Stockholders other than Granite to execute and deliver to the Company an irrevocable consent substantially in the form of Exhibit E attached hereto (each an "Irrevocable Consent"), wherein each such Person (i) approves and adopts of this Agreement and (ii) agrees that it will not transfer (except for transfers to Affiliates) or relinquish its right to vote any of its Equity Interest in the Company prior to the earlier of the Effective Time or the termination of this Agreement.
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Irrevocable Consent. Notwithstanding anything to the contrary set forth in Article IV, Section 3(f) of the Certificate, GEFAHI hereby agrees that, from and after the time that GEFAHI ceases to beneficially own more than forty-five percent (45%) of the outstanding shares of Common Stock (the “Acquisitions Operative Date”), the amount set forth in clause (iii) of such Section 3(f) shall be deemed to be $1.0 billion, rather than $700 million, and the definition of “Permitted Acquisition” shall be deemed to have been modified accordingly. Prior to such time, if any, as the Certificate is amended to reflect the foregoing, the holders of all of the outstanding shares of the Class B Common Stock shall be deemed, as a result of the delivery of this instrument, to have irrevocably consented separately as a class, effective as of the Acquisitions Operative Date, to any action or transaction covered by clause (ii) or (iii) of such Section 3(f) that, but for the provisions of this instrument, would have required the prior affirmative vote or written consent of the holders of a majority of the outstanding shares of the Class B Common Stock, voting or consenting separately as a class. Prior to the occurrence of any action or transaction covered by clause (ii) or (iii) of such Section 3(f) that, but for the provisions of this instrument, would have required the prior affirmative vote or written consent of the holders of a majority of the outstanding shares of the Class B Common Stock, voting or consenting separately as a class, GEFAHI shall deliver, at Genworth’s request, a written consent in its capacity as the holder of all of the outstanding shares of the Class B Common Stock confirming that it has consented separately as a class to any such action or transaction.
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Irrevocable Consent 
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Related to Irrevocable Consent

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Consent and Waiver The Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which the Stockholder is a party or pursuant to any rights the Stockholder may have.

  • Voting Agreement and Irrevocable Proxy Section 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Shareholder contained in this Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the Board); (B) any material change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws; (C) any change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.

  • Waiver and Consent No consent or waiver by a party, express or implied, to or of any default by the other party of any of its obligations under the Agreement: will be valid unless it is in writing, will be relied on as a consent to or waiver of any other default of the same or any other obligation, will constitute a general waiver, or will eliminate or modify the need for a specific consent or waiver pursuant to this section in any other instance.

  • Irrevocable Proxy The Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent and each of Parent's officers, as Stockholder's attorney, agent and proxy with full power of substitution and resubstitution, to the full extent of the Stockholder's voting rights with respect to the Owned Common Shares, to vote all the Owned Common Shares or grant a consent or approval, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, until the earlier of (a)(1) the Acceptance Date or (2) the Effective Time or (b) the date of termination of the Merger Agreement, on the matters described in Section 1.2 and in accordance therewith. THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OWNED COMMON SHARES. The Stockholder hereby revokes all other proxies and power of attorneys, with respect to all of the Owned Common Shares that may have heretofore been appointed or granted with respect to any matters covered by Section 1.2, and no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by the Stockholder, except as required by any letter of transmittal in connection with the Offer. The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 5.1.

  • ACKNOWLEDGMENT AND CONSENT Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

  • Irrevocable Offer The offer of each Participating Seller contained in such holder’s Tag Along Offer shall be irrevocable, and, to the extent such offer is accepted, such Participating Seller shall be bound and obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities), as the Prospective Selling Stockholder, up to such number of Shares as such Participating Seller shall have specified in such holder’s Tag Along Offer; provided, however, that if the principal terms of the proposed Sale change with the result that the per share price shall be less than the per share price set forth in the Tag Along Notice or the other principal terms and conditions shall be materially less favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Prospective Seller shall provide written notice thereof to each Participating Seller and each Participating Seller shall be permitted to withdraw the offer contained in such holder’s Tag Along Offer by written notice to the Prospective Selling Stockholder within three Business Days of delivery of such written notice from the Prospective Selling Stockholder and upon such withdrawal shall be released from such holder’s obligations thereunder.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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