Common use of RELEASE UPON CONSENT OF PURCHASERS Clause in Contracts

RELEASE UPON CONSENT OF PURCHASERS. Upon receipt by the Company of a written consent of a Purchaser to release any portion of the Secured Proceeds, the Company and such Purchaser shall execute and deliver to the Custodian a joint certificate (each, a "CONSENT CERTIFICATE") certifying that consent to release such Secured Proceeds has been obtained, which Consent Certificate shall include the amount of the Secured Proceeds to be released, representations from such Purchaser as to the outstanding principal amount of the Debentures held by it at the time such consent was obtained, and a representation by the Company's chief executive officer as to the aggregate principal amount of the Debentures outstanding at the time consent was obtained. Any Purchaser may consent or withhold consent to any such release of any of the Secured Proceeds in its sole and absolute discretion. Upon receipt of the Consent Certificate, the Custodian shall release, to the account of the Company designated in the Consent Certificate, that Purchaser's Pro Rata Portion of the Secured Proceeds specified in the Consent Certificate. If less than all of the Secured Proceeds are released, the remaining amount, for purposes of calculating each Purchaser's rights hereunder, shall be re-allocated according to such Purchaser's Pro Rata Portion.

Appears in 3 contracts

Samples: Registration Rights Agreement (Composite Technology Corp), Registration Rights Agreement (Composite Technology Corp), Custodial and Security Agreement (Secured Services Inc)

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RELEASE UPON CONSENT OF PURCHASERS. Upon receipt by the Company of a written consent of a each Purchaser to release any portion of the Secured Proceeds, the Company and such each Purchaser shall execute and deliver to the Custodian a joint certificate (each, a "CONSENT CERTIFICATEConsent Certificate" such release upon consent shall be a "Consent Release" and such date of a Consent Release shall be the "Consent Release Date") certifying that consent to release such Secured Proceeds has been obtained, which Consent Certificate shall include the amount of the Secured Proceeds to be released, representations from such each Purchaser as to the outstanding principal amount Principal Amount of the Debentures held by it at the time such consent was obtained, and a representation by the Company's chief executive financial officer as to the aggregate principal amount Principal Amount of the Debentures outstanding at the time consent was obtained. Any Purchaser may consent or withhold consent to any such release of any of the Secured Proceeds in its sole and absolute discretion. Upon receipt of the Consent Certificate, the Custodian shall release, to the account of the Company designated in the Consent Certificate, that Purchaser's Pro Rata Portion subject to Section 1(g), the portion of the Secured Proceeds specified in the Consent Certificate. If less than all of the Secured Proceeds are released, the remaining amount, for purposes of calculating each Purchaser's rights hereunder, shall be re-allocated according to such Purchaser's Pro Rata Portion.

Appears in 1 contract

Samples: Custodial Agreement (TNX Television Holdings Inc)

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