Control Consent definition
Examples of Control Consent in a sentence
Each Change of Control Consent is valid and binding and in full force and effect, and the Company has not waived or released any right, claim or benefit thereunder.
The quantities specified above have been ascertained in accordance with the provisions in the relevant Integrated Pollution Control Consent.
The Company has been granted and continues to hold the Casino Licences and is in compliance with all terms, conditions and requirements applicable to the Casino Licences and, so far as the Seller is aware, there are no circumstances (other than the application for Change of Control Consent) which would or might result in the Casino Licences being revoked, cancelled, invalidated, varied, restricted or suspended in any way.
To the extent that any series of Surviving Acquired Company Senior Notes has not been repaid, discharged or redeemed on or prior to the Closing Date pursuant to Section 4.02(g), either the Change of Control Consent or the Change of Control Offer shall have been commenced with respect to such series of Surviving Acquired Company Senior Notes no later than five days following the Closing Date.
At the request of Parent, the Company shall prepare, or cause to be prepared, customary documentation in connection with any Change of Control Consent Solicitation, Change of Control Offer and/or Debt Tender Offer, including any legal opinions or certificates from officers.
If any Change of Control Consent Solicitation, Change of Control Offer and/or Debt Tender Offer is launched prior to the Closing Date, then the closing of such transaction shall be conditioned on the occurrence of the Closing, and, at the request of Parent, the parties shall use their reasonable best efforts to cause such transaction to close on the Closing Date.
Parent may select one or more dealer managers, solicitation agents or other agents (in each case which shall be reasonably acceptable to the Company) to provide assistance in connection with any Change of Control Consent Solicitation, Change of Control Offer and/or Debt Tender Offer and the Company shall use reasonable best efforts to enter into, or cause to be entered into, customary agreements with such parties so selected, and on terms and conditions reasonably acceptable to Parent and the Company.
To the extent that any series of Surviving Jarden Senior Notes has not been repaid, discharged or redeemed on or prior to the Jarden Acquisition Closing Date, either the Change of Control Consent or the Change of Control Offer shall have been commenced with respect to such series of Surviving Jarden Senior Notes no later than five days following the Jarden Acquisition Closing Date.
Section 9(f) of the Certificate of Designations provides that, for so long as at least fifty percent (50%) of the Series A Shares remain outstanding, the Company will not, without first obtaining the written consent or affirmative vote of the holders of at least two-thirds of the shares of Series A Shares then outstanding, effect, or agree to effect, any transaction that will result in a change of control (the “Change of Control Consent Right”).
Unless otherwise disclosed in Schedule 5.09(g) of the Disclosure Letter, no Material Contract is a Non-Assignable Contract or contains any Change of Control Notice Clauses or Change of Control Consent Clauses, and no Target Business Entity has received any written or oral notice (i) of the intention of any party to terminate any Material Contract, or (ii) of any Proceeding under any Material Contract that has not been resolved in all material respects.