Unanimous Consent Clause Samples

Unanimous Consent. Notwithstanding any other provision of this Section and any provision of law, the Issuer shall not do any of the following without the affirmative unanimous vote of all members of the Board of Directors of the Issuer (which includes both Independent Directors, as such term is defined in the Certificate of Incorporation). (i) (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial part of its property, (E) make any assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due, or (G) take any action in furtherance of the actions set forth in clauses (A) through (F) above; or (ii) merge or consolidate with or into any other person or entity or sell or lease its property and all or substantially all of its assets to any person or entity; or (iii) modify any provision of its Certificate of Incorporation or Bylaws.

Unanimous Consent. Unless otherwise restricted by the Articles or this Agreement, any action required or permitted to be taken at any meeting of the Managers or of any Committee thereof may be taken without a meeting, if all Managers or Committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Managers or Committee.

Unanimous Consent. In the event the consent of the Partners is required for any action to be taken by the Partnership, such consent may be given at a meeting, which may be conducted by conference telephone call, or provided in writing executed by all the Partners.

Unanimous Consent. Any waiver of or any amendment to a provision of the Loan Documents which relates to: (i) a change in the types of Borrowings or interest periods related thereto, interest rates, standby fees, the Margin, notice periods or the amount of any payments payable by the Borrower to the Lenders under this Agreement and including any waiver of the time of payment of any amounts payable to the Lenders under this Agreement including, without limitation, the provisions of Section 9.1(a); (ii) an increase or decrease in the Commitment of any Lender other than as contemplated herein; (iii) an assignment or transfer by the Borrower of any of its rights and obligations under this Agreement; (iv) a change in the definition of Majority Lenders or Maturity Date or any other definition to the extent relevant to any of the provisions of this Section 11.12(a); (v) any matter which, pursuant to the Loan Documents, specifically requires the consent or agreement of all of the Lenders; (vi) the provisions of Section 8.1(q), 11.12(a) or 11.12(b); or (vii) any release or material amendment to the Loan Party Guarantee; shall bind the Lenders only if such waiver or amendment is agreed to in writing by all of the Lenders.

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: (i) increase the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.13) or subject the Lenders to any additional obligations; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change the Pro Rata Shares (excluding any change as a result of an assignment of Commitments permitted under Section 13.13); (vi) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (vii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (viii) release any Guarantor from its obligations under the Guaranty; (ix) waive a Default under Section 11.1(a); or (x) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, Section 12.7.

Unanimous Consent. Agent shall obtain the written consent of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration of the Maturity Date, (ii) a reduction in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive any such payment of principal or interest (including, without limitation, any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or (v) an increase or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing Advances); (d) any waiver of an Event of Default; (e) except as provided in Section 5.03 below, to accelerate the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to e...

Unanimous Consent. (A) An amendment or waiver that has the effect of changing or which relates to: (1) an increase or decrease in the amount of any Loan or a lengthening or shortening of any Availability Period or any amendment to the definition of the Final Repayment Date; or (2) a reduction in the rate or rates of interest payable hereunder or in the amount of or the due date for, interest, fees or any other payment owing or to become owing to any of the Lenders hereunder; or (3) any provision relating to prepayment or scheduled payment of principal or interest; or (4) the definition of Majority Lenders or this clause; or (5) the provisions of clause 26 (Sharing Among Lenders); or (6) any provision which expressly requires the consent of all the Lenders; or (7) any condition precedent to the availability for drawing of sums hereunder; or (8) clause 2.2 (Finance Party's rights and obligations) or clause 21 (Changes to the Lenders); or (9) a change to the Borrower; or (10) the currency in which any Loan is denominated. shall not be made without the prior written consent of all of the Lenders. (B) Regardless of any other provision in this Agreement, no waiver amendment, supplement or modification shall be effective without the consent of the Agent, the Co-ordinating Arranger or the Lenders (as the case may be) if any such waiver, amendment, supplement or modification would otherwise amend, modify or waive any of the rights of the Agent, the Co-ordinating Arranger or the Lenders (as the case may be) under any of the Finance Documents or (in each case) subject any of them to any additional obligations under such documents or amend any amount payable to them.

Unanimous Consent. Any action which may be taken at a meeting of the Director/Managers or any committee thereof may be taken by consent in writing signed by all of the Director/Managers or by all members of the committee, as the case may be, and filed with the records of proceedings of the Director/Managers or committee.

Unanimous Consent. Notwithstanding the foregoing, the following actions shall require the unanimous consent of the Members (or Remaining Members, as the case may be): (a) Any amendment to this Agreement unless a lesser percentage of Sharing Ratios is provided for herein; and (b) The admission of any Assignee as a Member or a new or additional Member (except as otherwise allowed with respect to a Permitted Transferee).