Consent to Sale. Until March 12, 2000, and subject to the provisions of Section 2.3 hereof, each of the Securityholders hereby irrevocably agrees that such Securityholder shall not vote or permit to be voted any Securities having voting rights that are owned by such Securityholder or over which such Securityholder has voting control, and shall use such Securityholder's best efforts to cause such Securityholder's designees as directors not to vote, in favor of any sale of Holding or its business (whether by merger, consolidation, sale of all or substantially all of the assets or capital stock of Holding and/or one or more of its Subsidiaries, or otherwise), if the proposed sale has not been previously approved in writing by the Majority AGI Holders, the Majority Heritage Holders and the Majority Klearfold Holders.
Consent to Sale. Borrower has requested that Lender consent to the sale of Borrower's "Maiden Plant" located in Maiden, North Carolina (the "Maiden Plant"). By its signature below, Lender hereby consents to the sale of the Maiden Plant by the Borrower, provided that the net proceeds of such sale are remitted to Lender as a mandatory prepayment of the Revolving Advances. Borrower and Lender hereby agree that for purposes of calculating EBITDA under the Credit Agreement, impairment and restructuring costs of the Maiden Plant closing as reflected on the Borrower's income statements in accordance with GAAP are considered extraordinary costs.
Consent to Sale. Notwithstanding anything to the contrary set forth in the Second Lien Credit Agreement, the Second Lien Lenders and the Second Lien Administrative Agent hereby consent to the sale (the "Sale") of all of the issued and outstanding stock of Sierra Medical Management, Inc. ("SMM"), Sierra Primary Care Medical Group, A Medical Corporation ("Sierra"), Antelope Valley Medical Associates, Inc. ("Antelope Valley") and Pegasus Medical Group, Inc. ("Pegasus") to Greater Midwest ("Greater Midwest") and Sierra Medical Group Holding Company, Inc. ("Heritage PC", together with Greater Midwest, the "Buyers") and waive any Event of Default (including, without limitation, any Change of Control) that would otherwise be caused by the consummation of the Sale, subject to the satisfaction of each of the conditions precedent set forth below and in Section 4:
Consent to Sale. Each Borrower may sell or enter into any agreement to sell or otherwise dispose of its Mortgaged Ship without the prior written consent of the Agent or the other Creditors, if such Borrower delivers to the Agent evidence satisfactory to the Agent (acting on the instructions of the Majority Banks) that such sale is or will be for the full value of such Mortgaged Ship to an arm's length purchaser and is for payment in cash and provided further that no Event of Default has occurred and is continuing or will, on completion of such sale, have occurred and be continuing, and the Agent (acting on the instructions of the Majority Banks) is satisfied that on or immediately after the delivery of such Mortgaged Ship to the relevant purchaser, the net sale proceeds of such Mortgaged Ship will be not less than the full amount payable to the Creditors upon completion of such sale pursuant to this clause 4.3 and any other amounts payable under clause 4.4.
Consent to Sale. Subject to the terms and conditions herein, CenCor hereby (a) consents to the sale (the "MICHIGAN SALE") of the real property located in Warren, Michigan (the "MICHIGAN PROPERTY"), owned by Concorde Career Colleges, Inc.; (b) waives any restrictions set forth in Section 7.1 or elsewhere in the Agreement with respect thereto; and (c) agrees to release its mortgage with respect to the Michigan Property and any other Liens it has related thereto in connection with the closing of the Michigan Sale. In the event the Michigan Property is sold prior to Closing, fifty percent (50%) of the proceeds, net of brokerage commissions, costs of sale, and taxes (the "MICHIGAN ALLOCATED PROCEEDS"), shall be applied to the retirement of Class A Preferred Stock or the Class A-1 Preferred Stock, whichever is then outstanding. Promptly upon the receipt of the Michigan Allocated Proceeds, Concorde shall redeem that number of whole shares of Class A Preferred Stock, or Class A-1 Preferred Stock, held by CenCor (or its assigns) equal to the amount of such Michigan Allocated Proceeds divided by the Redemption Price. Any Allocated Proceeds remaining that would have been applied but for the requirement that only whole shares be redeemed, shall be retained by Concorde and aggregated with subsequently received Allocated Proceeds for future Redemptions/Retirements.
Consent to Sale. The Participant hereby irrevocably gives its consent and undertakes to waive any right of first refusal in relation to any proposed sale of the EBRD Interest to the Sponsor pursuant to the Put Option Agreement. Section 4.04. Pre-emptive Rights If the General Meeting of Participants approves a resolution for the Company to increase the Charter Capital such increase shall be implemented in accordance with the requirements of Kazakhstan law. Section 4.05. Tag Along Rights (a)Subject to the terms of this Agreement, if the Participant proposes to transfer all or any portion of its participation interest in the Charter Capital of the Company to any third party in any transaction or series of related transactions, the Participant shall afford EBRD the opportunity to participate proportionately in such transfer in accordance with this Section 4.05. LONDON - 106404.11
Consent to Sale. NGIC hereby consents to the sale of any assets of the Company to New Scottsdale.
Consent to Sale. Tenant acknowledges and consents to Landlord's sale of the Property and assignment of the Lease to Purchaser.
Consent to Sale. The Executives, individually and as Trustees, Gordon Ahalt and the Funds hereby consent to the sale of Common Stock xxxxxxxx xxr herein, and hereby waive any prior rights they may have under all documents to purchase such Common Stock.
Consent to Sale. Banks hereby consent to Guarantor's sale of the stock of MOS pursuant to the Stock Purchase Agreement, and Banks agree to release their security interest in the assets of MOS, so long as Banks receive, in cash, or immediately available funds, the $500,000 payable to Guarantor under the Consulting Agreement and the net proceeds to be received by Guarantor under the Stock Purchase Agreement, in no event to be less than SIX MILLION THREE HUNDRED EIGHTEEN THOUSAND SEVEN HUNDRED FORTY-TWO DOLLARS ($6,318,742) ("Net Proceeds").
