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.
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.
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.
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:
Consent of Sellers. (a) Sellers have consented to:
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.
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.
Consent of Sellers. By execution of this Agreement, each Seller hereby consents to the sale of the Interests owned by the other Sellers pursuant to the terms set forth herein, as required by the Organizational Documents of the Company.
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.
