Consent of Sellers Sample Clauses

Consent of Sellers. Upon execution of this Agreement, each Seller hereby irrevocably approves and consents to the terms and conditions of this Agreement and transactions contemplated hereby, including the sale and transfer of the Acquired Units to Purchaser and admission of Purchaser as a member of the Company at the Closing, and, effective as of the Closing, waives and releases all rights of first refusal, tag along rights and other rights to acquire or restrict the transfer of, and all Liens and rights to impose Liens on, the Acquired Units, and all rights to object to, restrict, prohibit or delay in any manner whatsoever any of the transactions contemplated by this Agreement and/or any of the terms and conditions hereof. Notwithstanding anything to the contrary in the Company LLC Agreement, effective as of the Closing, the Sellers hereby waive any and all rights to receive any amounts arising from or otherwise related to their ownership of membership interests in the Company in excess of the amounts payable to such holders under this Agreement and the other Transaction Documents, including any dividends payable to such holders pursuant to the terms of the Company LLC Agreement. Notwithstanding anything to the contrary herein, nothing contained in this Agreement (including this Section 1.8, Section 5.14 and Section 13) shall affect, limit or impair the rights and remedies of any Seller that is a Lender Holder (as such term is defined in the Company LLC Agreement) or any of its Affiliates solely in its capacity as a lender to any Company Party pursuant to any agreement under which a Company Party has borrowed money from any such Lender Holder or any of its Affiliates.
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Consent of Sellers. Each Seller and the Company hereby consents to and approves in all respects the assignment of the Shares to ViaCell as contemplated hereby. Each Seller in particular waives (i) any rights of first refusal and rights of co-sale it may have, in particular under the shareholders agreement dated June 25, 2001, in relation to the sale and assignment of the Shares by each Seller to ViaCell under this Agreement, and (ii) any rights regarding a restriction on transfer contained in any agreements to which the Sellers are a party.
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Consent of Sellers. The Administrative Agent shall have a received a consent duly executed and delivered by the sellers under the Acquisition Agreement to the security interest in the Acquisition Agreement created pursuant to the Security Documents, which consent shall be satisfactory in form and substance to the Administrative Agent.
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Consent of Sellers. The Selling Shareholders, by their execution ------------------ of or joinder to the Purchase Agreement, [and] the Option Holders, by their exercise of their Options and joinder to the Purchase Agreement, [and the Company Shareholders, by their approval of the Merger and the adoption of the Purchase Agreement,] have consented to (a) the establishment of this escrow to:
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Consent of Sellers. (a) Sellers have consented to:
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Consent of Sellers. Between the Parties it is agreed that Sellers have, by virtue of their approval of the Purchase Agreement, consented to the appointment of Key Seller as their representative, attorney-in-fact and agent for purposes of this Agreement and the taking by Key Seller of any and all actions and the making of any decisions required or permitted to be taken by it under this Agreement.
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Consent of Sellers. The Parties understand that Xueersi Network entered into two share purchase agreements both dated June 19, 2008 in connection with its acquisition of Hubei Qianjiang School and Wuhan Jianghan School, respectively, from the relevant original sponsors of the two schools (the “School Purchase Agreements”). In the event that the original sponsors require Xueersi Network to settle the unpaid consideration, when it is due, in the form of equity interest in the Company when listed pursuant to the School Purchase Agreements, the Sellers agree jointly and severally that they shall take such actions, or cause such actions to be taken as necessary to (i) assume and discharge in full Xueersi Network’s obligations under the School Purchase Agreement with respect to the settlement of the unpaid consideration thereunder; and (ii) avoid Tiger’s equity interests in the Company being in any way diluted by such settlement.
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Consent of Sellers. Subject to SEABRIDGE entering into the Guarantee Agreements with the SELLERS in the forms attached hereto as Schedules "B" amd "C" and NWTCo executing and delivering the Royalty Agreements, the Instruments of Delivery and the Debentures, the SELLERS hereby consent to this assignment of SEABRIDGE's rights and interest in the Property and the Purchase and Sale Agreement and agree that this Agreement satisfies the condition set out in section 23(b) of the Purchase and Sale Agreement in respect of obtaining the agreement of the assignee to certain matters.
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Related to Consent of Sellers

  • Consent of Partners Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • With Consent of Holders Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

  • Consent of Inbound Licensors Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

  • Consent of Master Lessor 9.1 In the event that the Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor then, this Sublease shall not be effective unless, within ten days of the date hereof, Master Lessor signs this Sublease thereby giving its consent to this Subletting.

  • Without Consent of Holders The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder:

  • Amendments with Consent of Holders (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

  • Supplemental Agreements with Consent of Holders With the consent of the Holders of not less than a majority of the outstanding Purchase Contracts voting together as one class, by Act of said Holders delivered to the Company and the Agent, the Company, when authorized by a Board Resolution, and the Agent may enter into an agreement or agreements supplemental hereto for the purpose of modifying in any manner the terms of the Purchase Contracts, or the provisions of this Agreement or the rights of the Holders in respect of the Securities; provided, however, that, except as contemplated herein, no such supplemental agreement shall, without the consent of the Holder of each Outstanding Security affected thereby,

  • Supplemental Agreements Without Consent of Holders Without the consent of any Holders, the Company and the Agent, at any time and from time to time, may enter into one or more agreements supplemental hereto, in form satisfactory to the Company and the Agent, for any of the following purposes:

  • Without the Consent of Holders Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:

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