Consent to Merger. The undersigned subscriber hereby consents to, ratifies and approves the Merger and consents to, ratifies and approves the Merger Agreement. If requested by the Company or Onstream, the undersigned hereby agrees to execute a separate consent evidencing the consent of the undersigned as a holder of Preferred Stock to the approval of the Merger and the adoption of the Merger Agreement and to take such actions as may be reasonably requested to evidence such consent and approval.
Consent to Merger. Each Stockholder, in its capacity as a stockholder of the Purchaser, in accordance with Section 228 of the Delaware General Corporation Law and the bylaws of Purchaser, hereby consents to the Merger as of the date first written above.
Consent to Merger. Each of the Owners, in his, her or its capacity as a holder of shares of Adjoined capital stock, as evidenced by his, her or its signature hereto, does hereby waive all notice of the time, place and purposes of a special meeting of Adjoined’s stockholders for the purpose of adopting this Agreement and approving the Merger, and pursuant to the Corporation Law, does hereby consent in writing to the adoption of this Agreement and the approval of the Merger pursuant to the terms of this Agreement.
Consent to Merger. Each of the SVC Parties, on behalf of itself and its subsidiaries, hereby (i) acknowledges and consents to the entry into the Merger Agreement, the consummation of the Merger and any other transactions contemplated by the Merger Agreement and any resulting change in control or assignment (in each case, as defined under any applicable lease or other agreement between and among the SVC Parties and the TCA Parties) of the TCA Parties resulting from either or both of the Merger and such transactions, (ii) acknowledges that this consent will be deemed to satisfy any and all of the requirements for notice of and consent with respect to the Merger or the other transactions contemplated by the Merger Agreement pursuant to any applicable lease or other agreement between and among the SVC Parties and the TCA Parties, without the need for any further action by any TCA Party, (iii) agrees that the TCA Parties shall not be deemed to be in default, breach or violation of any such lease or other agreement as a result of the Merger or the other transactions contemplated by the Merger Agreement and (iv) waives any claim, rights or remedies such SVC Party may have under any such lease or other agreement to the extent triggered by the Merger or the other transactions contemplated by the Merger Agreement (provided, however, that such waiver shall not apply to any rights provided for any such SVC Party pursuant to the Merger Agreement), which consent and waiver shall become effective and binding upon each SVC Party and each of their respective subsidiaries immediately upon execution by such SVC Party; provided that consent shall be automatically revoked, if and only if, the Merger Agreement is terminated in accordance with its terms prior to the Effective Time.
Consent to Merger. The Borrowers have informed the Agent and the Lenders that the Borrowers intend, on or about December 30, 2013, to merge LCIFII with LCIF, with LCIF as the surviving entity (the “Merger”). The consideration for the Merger (the “Merger Consideration”) will consist of (a) for any holder who is not an Accredited Investor (as defined in rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or who fails to return a letter of transmittal on or prior to February 1, 2014, cash equal to the value of the Trust’s common shares, or (b) LCIF units on a one for one basis for any holder who is an Accredited Investor and returns a letter of transmittal. The Borrowers have requested that the Lenders consent to the Merger and payment of the Merger Consideration. The Requisite Lenders hereby consent to the Merger and the making of Restricted Payments in connection with payment of the Merger Consideration, and waive any prohibition in Sections 9.2 and/or 9.7 of the Credit Agreement implicated with respect to the consummation of the Merger and payment of the Merger Consideration.
Consent to Merger. Subject to the occurrence of the Effective Date (as defined below) and the terms and conditions of this Consent Letter, the Consenting Lenders (as defined below) hereby consent to:
Consent to Merger. The Lender hereby consents to the merger of Heska Holdings AG into Heska AG.
Consent to Merger. By signing this Agreement, such Non-AI Member hereby affirmatively votes in favor of this Agreement and the transactions contemplated hereby, including the Merger.
Consent to Merger. Notwithstanding anything to the contrary contained ----------------- in the Credit Agreement, and subject to the conditions set forth in Section 5 below, BKB and the Agent hereby consent to the following:
Consent to Merger. Administrative Agent and Lenders hereby consent to the Merger in accordance with the terms of the Merger Agreement; provided that such Merger must be completed by no later than December 31, 2020 and the Merger Effective Date must occur on or before December 31, 2020. Notwithstanding the foregoing, the parties acknowledge that certain modifications to the Loan Documents provided herein are dependent upon the Merger Effective Date occurring. Accordingly, if the Merger is not completed by December 31, 2020, (i) the consent to the Merger provided herein will be void ab initio, and (b) Borrower, LHC and LHI will not cause or permit the Merger to become effective without again obtaining the written consent of Administrative Agent and Lenders. Within 5 Business Days of the completion of the Merger, Borrower will provide written notice thereof to Administrative Agent and provide Administrative Agent with copies of the certificate of incorporation of LHI and Landsea Homes Corp., the bylaws of LHI and Landsea Homes Corp., and all other documents pertaining to the authority of LHI to transact business.
