Common use of Purchaser Consent Clause in Contracts

Purchaser Consent. The Purchaser shall have given irrevocable written consent (in its capacity as a party to this Agreement and not as a stockholder), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities (which it may withhold at its sole discretion) and the amount of the Purchase Price, which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effect, a Business Combination, any agreement relating to the forfeiture of Founder Shares or any other material agreement to be executed in connection with such definitive agreement (collectively, a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination, such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by the Purchaser in writing as authorized to receive such information (such person, the “Designated Person”) so that the Purchaser can determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election of the Purchaser, the Company and the Sponsor will use commercially reasonable efforts to allow the Purchaser to attend or participate in due diligence sessions with and/or meetings with management of the target entity in a potential Business Combination, subject, in each case, to the Purchaser entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity.

Purchaser Consent. The Purchaser shall have given irrevocable written consent (in its capacity as a party to this Agreement and not as a stockholder), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities (which it may withhold at its sole discretion) and the amount of the Purchase Price, which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effect, a Business Combination, any agreement relating to the forfeiture of Founder Shares or Purchaser Shares or any other material agreement to be executed in connection with such definitive agreement (collectively, a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination, such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by the Purchaser in writing as authorized to receive such information (such person, the “Designated Person”) so that the Purchaser can determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election of the Purchaser, the Company and the Sponsor will use commercially reasonable efforts to allow the Purchaser to attend or participate in due diligence sessions with and/or meetings with management of the target entity in a potential Business Combination, subject, in each case, to the Purchaser entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity.

Purchaser Consent. The Purchaser shall have given irrevocable written consent (in its capacity as a party to this Agreement and not as a stockholder), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities Units (which it may withhold at its sole discretion) and the amount of the Purchase Price, which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effect, a Business Combination, any agreement relating to the forfeiture of Founder Shares or any other material agreement to be executed in connection with such definitive agreement (collectively, a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination, such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by the Purchaser in writing as authorized to receive such information (such person, the “Designated Person”) so that the Purchaser can determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election of the Purchaser, the Company and the Sponsor will use commercially reasonable efforts to allow the Purchaser to attend or participate in due diligence sessions with and/or meetings with management of the target entity in a potential Business Combination, subject, in each case, to the Purchaser entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity.

Purchaser Consent. The Purchaser shall have given irrevocable written consent (in its capacity as a party to this Agreement and not as a stockholderAgreement), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities Shares (which it may withhold at its sole discretion) and the amount of the Purchase Price), which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effect, a Business Combination, any agreement relating to the forfeiture of Founder Shares or any other material agreement to be executed in connection with such definitive agreement (collectively, a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination, such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by the Purchaser in writing as authorized to receive such information (such person, the “Designated Person”) so that the Purchaser can determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election of the Purchaser, the Company and the Sponsor will use commercially reasonable efforts to allow the Purchaser to attend or participate in due diligence sessions with and/or meetings with management of the target entity in a potential Business Combination, subject, in each case, to the Purchaser entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity.

Purchaser Consent. The Purchaser Notwithstanding anything to the contrary herein, during the Interim Servicing Period, the Seller shall have given irrevocable not, without the prior written consent (in its capacity as a party to this Agreement and not as a stockholder), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities (which it may withhold at its sole discretion) and the amount of the Purchase PricePurchaser (i) modify or offer to modify any Loan (including, which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effectwithout limitation, a Business Combination, release of any agreement relating collateral or any party from liability on or with respect to the forfeiture of Founder Shares such Loan) or make any other material agreement loss mitigation decision, (ii) forgive or offer to be executed forgive principal, interest, or outstanding advances in connection with such definitive agreement respect of any Loan, (collectively, iii) accept or offer to accept a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information deed in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms lieu of the transaction and any other information reasonably requested by the Purchaser foreclosure with respect to the proposed Business Combinationany Loan, such materials and information (iv) offer or conduct any short sale in respect of any Loan, (v) settle or compromise any condemnation or insurance claim or proceeding, (vi) settle or compromise, or make any offers to be provided subject to the terms settle or compromise, any existing litigation or other proceedings in respect of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the CompanyLoan, acting reasonably and (vii) sell, liquidate or otherwise dispose of any Loan, or (viii) make any expenditure or advance any funds on account of its servicing activities hereunder in good faith having received excess of $5,000 with respect to any Loan (ix) transfer of the advice of counselMortgaged Property securing any Loan, or (x) charge off any Loan or commence (or complete) any foreclosure with respect to any Loan or bankruptcy proceeding against any Mortgagor. Notwithstanding the foregoing, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of Seller may, without the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by the Purchaser in writing as authorized to receive such information (such person, the “Designated Person”) so that the Purchaser can determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election consent of the Purchaser, take any action or continue any action set forth in clauses (i) - (x) above if (1) required by applicable law, statute, rule, regulation or order or (2) such action is necessary to consummate a loss mitigation effort initiated with the Company and related Mortgagor prior to the Sponsor will use commercially reasonable efforts Closing Date. In addition to allow the preceding, the Seller shall request (in writing) from the Purchaser the bidding instructions for any Loan that is scheduled to attend or participate in due diligence sessions with and/or meetings with management go to foreclosure sale during the Interim Servicing Period. In the event the Purchaser does not respond to the Seller’s written request within two (2) Business Days of such request being sent, the target entity in a potential Business Combination, subject, in each caseSeller shall bid total debt at said foreclosure sale, to the extent allowed by applicable law. All requests for consent shall be directed to the Purchaser entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entityat i▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇.

Purchaser Consent. The Purchaser shall have given irrevocable written consent (in its capacity as a party to this Agreement and not as a stockholder), which may be given by e-mail, to the Company confirming its commitment to purchase the Forward Purchase Securities Shares (which it may withhold at its sole discretion) and the amount of the Purchase Price, which consent shall be withheld or granted no later than five (5) days after receipt of notification that the board of directors of the Company (the “Board”) will meet to consider entering into a definitive acquisition agreement for the Business Combination. Prior to entering into any definitive agreement setting forth the terms and conditions of, and binding the Company (subject to any conditions and qualifications set forth in such agreement) to effect, a Business Combination, any agreement relating to the forfeiture of Founder Shares or any other material agreement to be executed in connection with such definitive agreement (collectively, a “Business Combination Agreement”), the Company shall give written notice to the Purchaser stating its bona fide intention to enter into a Business Combination Agreement. The Company will provide the Purchaser with applicable materials and information in order for the Purchaser to evaluate whether to provide a consent to the proposed Business Combination, including the material terms of the transaction and any other information reasonably requested by the Purchaser with respect to the proposed Business Combination, such materials and information to be provided subject to the terms of a non-disclosure agreement to be entered between the Company and the Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and the Company’s contractual obligations; provided, that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person designated by the Purchaser in writing as authorized to receive such information (such person, the “Designated Person”) so that the Purchaser can determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election of the Purchaser, the Company and the Sponsor will use commercially reasonable efforts to allow the Purchaser to attend or participate in due diligence sessions with and/or meetings with management of the target entity in a potential Business Combination, subject, in each case, to the Purchaser entering into a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable rules and procedures established by such target entity.