Third Person Consent definition

Third Person Consent means any approval, consent, amendment or waiver of a Person that is required in order to effect the transactions contemplated hereby or any of the Other Agreements or any part hereof or thereof, including waivers and consents by lenders and waivers of transfer or change of control restrictions; provided that Third Person Consents shall not include Authorizations.
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Third Person Consent means any approval, consent, amendment, or waiver of a Person that is required under any organizational document of Seller or Buyer or under any contract to which Seller or Buyer is a party or by which it or its assets is bound in order to effect the transactions contemplated hereby or any part thereof, including waivers and consents by lenders and waivers of transfer restrictions; provided, however, that the use of the term "Third Person Consent" in this Agreement shall not be deemed to require any such approval, consent, amendment or waiver of such Person when such approval, consent, amendment or waiver has been obtained, or could be obtained, by entry of an Order of the Bankruptcy Court or another court of competent jurisdiction.
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Third Person Consent means any approval, consent, amendment or waiver of a Person that is required under any organizational document of Sellers, Buyer or any Millennium Inorganic Company or under any contract or any Authorization to which any Seller, Buyer or any Millennium Inorganic Company is a party or by which it or its assets is bound, in each case in order to effect the transactions contemplated hereby or any of the Other Agreements or any part hereof or thereof or to avoid a breach of any such document, contract or Authorization, including waivers and consents by lenders and waivers of transfer, assignment or change of control restrictions. EXECUTION VERSION
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Examples of Third Person Consent in a sentence

  • To the extent any Seller Contract may not be assigned to the Company by reason of the absence of any such Third Person Consent or Authorization, the Company shall not be required to assume any Obligations arising under such Seller Contract; provided, however, that upon the receipt of any such Third Person Consent or Authorization after the Closing, such Seller Contract shall be assigned to the Company and the Company shall assume such Seller Contract.

  • If any transfer or assignment by Seller to, or any assumption by the Company of, any interest in, or Obligation under, any Seller Contract, requires any Third Person Consent or Authorization, then no such assignment or assumption shall be made without such Third Person Consent or Authorization being obtained.

  • To the extent any Contract or Right of Way may not be assigned to a Buyer by reason of the absence of any such Third Person Consent or Authorization, such Buyer shall not be required to assume any obligations arising under such Contract or Right of Way; provided, however, that upon the receipt of any such Third Person Consent or Authorization after the Closing, such Contract or Right of Way shall be assigned to the applicable Buyer and such Buyer shall assume such Contract or Right of Way.

  • No Third Person Consent is required in connection with the execution, delivery, or performance of this Agreement or the other agreements or documents contemplated herein by Purchaser.

  • No Third Person Consent is required to permit any Buyer Party to execute, deliver or perform this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby.

  • If any transfer or assignment by Sellers to, or any assumption by Buyers or any of their Affiliates of, any interest in, or obligation under, any Contract or Right of Way, requires any Third Person Consent or Authorization, then no such assignment or assumption shall be made without such Third Person Consent or Authorization being obtained.

  • No Third Person Consent (other than a Third Party Consent to a Contract listed on Schedule A-1 to the Sellers' Disclosure Letter) is required to permit any Seller to execute, deliver or perform this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby.

  • If any transfer or assignment by Sellers to, or any assumption by Buyer of, any interest in, or obligation under, any Affiliate Contract or Shared Contract, requires any Third Person Consent or Authorization, then no such assignment or assumption shall be made without such Third Person Consent or Authorization being obtained.

  • No Third Person Consent is required to permit the Parent to execute, deliver and perform this Agreement or to consummate the transactions contemplated hereby.

  • Schedule 7.25 sets forth a complete and accurate list of all Contracts the assignment of which to Buyer or its Affiliate requires any notification to a Third Person or Governmental Authority, any Third Person Consent or any Authorization.

Related to Third Person Consent

  • Third Person has the meaning set forth in Section 11.3.

  • Third Person Claim has the meaning specified in Section 11.4(a).

  • Third Party Consent means any Consent of a Person other than a Governmental Authority.

  • Third Party means any Person other than a Party or an Affiliate of a Party.

  • Third Party Consents shall have the meaning set forth in Section 8.3.

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Consent of the Stockholders means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.

  • Third Party Agreements means any Contract between or among a Party (or any member of its Group) and any other Persons (other than the Parties or any member of their respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Versum Assets or Versum Liabilities, or Air Products Retained Assets or Air Products Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Express consent means the confirmed express consent you have provided to our processing of your personal data by actively accepting this Privacy Policy.

  • Third Party Agreement has the meaning set forth in Section 6(a) hereof.

  • Required Consent has the meaning set forth in Section 4.4.

  • Company Consent mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.

  • Consent means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of the execution of this contract.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.

  • Third Party Owner means any person who is the legal or beneficial owner (including a Lessor) of any Assets used or occupied by, or in the possession of the Deed Company as at the Appointment Date.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Seller Consents has the meaning set forth in Section 3.03.

  • Parent Material Contract has the meaning set forth in Section 4.20(a).

  • Consent of the Partners means the Consent of Partners, other than the Preferred Limited Partners, holding Percentage Interests that in the aggregate are equal to or greater than a majority of the aggregate Percentage Interests of all Partners, other than the Preferred Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by such Partners, in their sole and absolute discretion.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Third Party Buyer means any Person other than (i) the Company or any of its Subsidiaries, (ii) any employee benefit plan of the Company or any of its Subsidiaries, (iii) the Investors or (iv) any Affiliates of any of the foregoing.