Actions Requiring Majority Lenders' Consent Sample Clauses

Actions Requiring Majority Lenders' Consent. Without the written consent or ratification of the Majority Lenders, the Agent shall not: (a) increase any Sublimit. (b) notify the Companies that the Commitment is terminated or that the maturity of all or any part of the Loan has been accelerated unless an Event of Default described in any of Section 12.1(f), 12.1(g), 12.1(i) or 12.1(n) has occurred. (c) exercise any of the remedies for default described in Section 12.3(c). (d) cause or permit any material change in the terms of any affirmative or negative covenants in this Agreement. (e) except pursuant to (and within the limit provided for) in Section 14.4(b), cause or permit any material change in the eligibility standards for Collateral hereunder, including approving any material increase in the maximum principal amount thereof, or increase the percentage stated in Section 14.4(b) of the Aggregate Committed Sum up to which the Agent shall have discretion to allow exceptions to the Collateral limits specified in the definition of "Disqualifiers". (f) increase the percentage stated in Section 14.4(b) of the Aggregate Committed Sum up to which the Agent shall have discretion to allow exceptions to the Collateral limits specified in the definition of "Disqualifiers". (g) make or consent to any materially adverse amendment, modification or waiver of any of the terms, covenants, provisions or conditions of the Facilities Papers. (h) waive any material default under the Facilities Papers. (i) materially change the definition of any type of Eligible Collateral. (j) materially change any date on which any payments by the Company are due under the Facilities Papers. (k) approve any material changes in the Company Underwriting Guidelines. (l) approve any Change of Control. (m) approve any Change of Management.
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Actions Requiring Majority Lenders' Consent. 97 13.4 Agent's Discretionary Actions........................................................ 98 13.5
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Actions Requiring Majority Lenders' Consent. Without the written consent or ratification of the Majority Lenders, the Agent shall not: (a) notify the Company that the Commitments are terminated or that the maturity of all or any part of the Loan has been accelerated unless an Event of Default described in any of SECTIONS 11.1(F), 11.1(G), 11.1(K) or 11.1(O) has occurred. (b) exercise any of the remedies for default described in SECTION 11.4(C). (c) except as otherwise expressly provided for in this Section, cause or permit any material change in the terms of any affirmative or negative covenants in this Agreement. (d) consent to either the Company's or the Guarantor's incurring contingent liabilities (other than by endorsement of negotiable instruments for deposit or collection in the ordinary course of business) for more than an aggregate Five Million Dollars ($5,000,000); provided during each period of time (if any) (x) after the date (if ever) when the Agent shall have declared in writing that the Guaranty has been suspended pursuant to its provision for suspension if the Company's Tangible Net Worth at the end of any fiscal quarter shall be at least Fifty Million Dollars ($50,000,000) and (y) before the end of any subsequent fiscal quarter when the Company's Tangible Net Worth shall be less than Fifty Million Dollars ($50,000,000) and, for that reason, the Guaranty is automatically reinstated in accordance with its terms, the phrase "or the Guarantor's" shall be disregarded in this SECTION 13.3(D). (e) consent, as contemplated in SECTION 10.4(H)(7), to the Company's incurring material Debt in addition to Debt permitted by the other provisions of SECTION 10.4 (titled "Limitations on Debt"), or to the Guarantor's incurring material debt in addition to Debt permitted under the parallel provision (also titled "Limitations on Debt") of the Guaranty; provided that from and after the date (if ever) when Agent shall have declared in writing that the Guaranty has been terminated as -- and under the circumstances -- described in SECTION 11.2, the immediately preceding disjunctive clause shall be deemed deleted from this SECTION 13.3(E). (f) cause or permit any material change in the eligibility standards for Collateral hereunder or materially change the definition of any type of Eligible Collateral, provided that the Agent may in its discretion approve as eligible Collateral that does not satisfy such eligibility standards that has aggregate Collateral Value of up to ten percent (10%) of the Aggregate Comm...
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Actions Requiring Majority Lenders' Consent. 90 14.4. Agent's Discretionary Actions....................................................................91 14.5. Lenders' Cooperation.............................................................................91 14.6. Lenders' Sharing Arrangement.....................................................................91 14.7. Lenders' Acknowledgment..........................................................................92 14.8. Agent's Representations to Lenders...............................................................92 14.9. Agent's Duty of Care, Express Negligence Waiver and Release......................................92 14.10. Calculations of Shares of Principal and Other Sums...............................................93 14.11. Qualifications of the Agent......................................................................93 14.12.
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Actions Requiring Majority Lenders' Consent. Without the written consent or ratification of the Majority Seasoned Warehouse Lenders, the Seasoned Warehouse Agent shall not: (a) notify the Borrowers that the Commitments are terminated or that the maturity of all or any part of the Seasoned Warehouse Revolving Loans has been accelerated unless an Event of Default described in SECTION 13.1(h) has occurred (in which event the Commitments shall automatically terminate and the maturity of the Seasoned Warehouse Revolving Loans shall be automatically accelerated and the Seasoned Warehouse Agent may so notify the Borrowers, but no such notice shall be required for any purpose). (b) exercise any of the remedies for default described in SECTION 13.4. (c) cause or permit any material change in the terms of any affirmative or negative covenants in this Agreement. (d) cause or permit any material change in the eligibility standards for Collateral hereunder, including approving any material increase in the maximum principal amount thereof. (e) make or consent to any materially adverse amendment, modification or waiver of any of the terms, covenants, provisions or conditions of the Loan Documents. (f) waive any material default under the Loan Documents. (g) materially change the definition of any type of Eligible Seasoned Collateral. (h) materially change any date on which any payments by the Companies are due under the Loan Documents. (i) approve any Change of Control. (j) approve any replacement for any Company's president and chief executive officer or its chief operating officer or any reassignment of such officers' principal duties, responsibilities or functions. (k) amend any provision of this Agreement.
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Related to Actions Requiring Majority Lenders' Consent

  • Requisite Lenders’ Consent Subject to Section 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

  • Lender's Consent Whenever Lender's consent is required to be obtained under this Agreement, any of the Other Agreements or any of the Security Documents as a condition to any action, inaction, condition or event, Lender shall be authorized to give or withhold such consent in its sole and absolute discretion and to condition its consent upon the giving of additional collateral security for the Obligations, the payment of money or any other matter.

  • Affected Lenders’ Consent Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: (i) extend the scheduled final maturity of any Loan or Note; (ii) waive, reduce or postpone any scheduled repayment (but not prepayment); (iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; (iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium or other amount payable hereunder; (v) extend the time for payment of any such interest or fees; (vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit; (vii) amend, modify, terminate or waive any provision of Section 2.13(b)(iii), this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required or for the pro rata treatment among Lenders; (viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, Revolving Commitments and the Revolving Loans are included on the Second Restatement Date; (ix) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or (x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document; provided that for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

  • Majority Lenders Where this Agreement or any other Security Document provides for any matter to be determined by reference to the opinion of the Majority Lenders or to be subject to the consent or request of the Majority Lenders or for any decision or action to be taken on the instructions in writing of the Majority Lenders, such opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders with a Commitment and/or Contribution shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of such Lenders shall have given or issued such opinion, consent, request or instructions but so that (as between the Borrowers and the Banks) the Borrowers shall be entitled (and bound) to assume that such notice shall have been duly received by each relevant Lender and that the relevant majority shall have been obtained to constitute Majority Lenders whether or not this is in fact the case.

  • Lender Consent For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Agreement Effective Date specifying its objection thereto.

  • Required Lenders As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 7/10 percent (66.7%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Defaulting Lenders.

  • Majority Banks Where this Agreement or any other Security Document provides for any matter to be determined by reference to the opinion of the Majority Banks or to be subject to the consent or request of the Majority Banks or for any action to be taken on the instructions in writing of the Majority Banks, such opinion, consent, request or instructions shall (as between the Banks) only be regarded as having been validly given or issued by the Majority Banks if all the Banks shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of such Banks shall have given or issued such opinion, consent, request or instructions but so that (as between the Borrowers and the Banks) the Borrowers shall be entitled (and bound) to assume that such notice shall have been duly received by each relevant Bank and that the relevant majority shall have been obtained to constitute Majority Banks whether or not this is in fact the case.

  • Required Consent In addition, without limiting the generality of Section 4.2(a), except as required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and made available to Company or as provided in Section 4.2 of the Parent Disclosure Schedule, without the prior written consent of Company, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time of the First Merger, Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following: (i) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock other than a cash management transaction between Parent and a wholly owned Subsidiary of it, or between wholly owned Subsidiaries of Parent in the ordinary course of business consistent with past practice; (ii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, except repurchases of shares at cost in connection with the termination of the employment relationship with any Parent Employee pursuant to stock option or purchase Contracts in effect on the date hereof or entered into in the ordinary course of business after the date hereof; (iii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments obligating it to issue any such securities or rights, other than: (A) issuances of Parent Common Stock upon the exercise of Parent Options, warrants or other rights of Parent or the settlement of Parent Restricted Stock Units existing on the date hereof in accordance with their present terms or granted pursuant to clause (B) hereof, (B) grants of stock options or other stock based awards (including restricted stock and Parent Restricted Stock Units) of or to acquire, shares of Parent Common Stock granted under the Parent Stock Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and (y) with respect to stock options, granted with an exercise price equal to the fair market value of Parent Common Stock on the date of grant, provided that the total number of shares of Parent Common Stock issuable upon all such stock-based awards may not exceed 800,000 shares, (C) warrants to acquire not more than 1 million shares of Parent Common Stock that may be issued to prospective retailers, content providers or other strategic partners and (D) the Charter Amendment; (iv) Cause or permit any amendments to any of the Parent Charter Documents except the Charter Amendment; (v) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in all or a portion of the assets of, or by any other manner, any business or any Person or division or product line thereof, or otherwise acquire or agree to acquire any assets that, in each such case, are material, individually or in the aggregate, to the business of Parent and its Subsidiaries, taken as a whole; (vi) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any properties or assets material to the business of Parent and its Subsidiaries, taken as a whole, except (A) sales of inventory, products or equipment in the ordinary course of business consistent with past practice or (B) the sale, lease or disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, which are not material, individually or in the aggregate, to the business of Parent and its Subsidiaries taken as a whole; (vii) Make any loans, advances or capital contributions to any Person, other than: (A) loans or investments by it or a wholly owned Subsidiary of it to or in it or any wholly owned Subsidiary of it, (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practice or (C) pursuant to clause (v) above; (viii) Except as required by GAAP or the SEC, materially revalue any of its assets; (ix) Except as set forth in Section 4.2(b) to Parent Disclosure Schedule, pay, discharge, settle or satisfy any threatened or actual litigation or any dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlement or satisfaction, solely for cash in amounts not exceeding $500,000 individually or $1 million in the aggregate, net of any insurance proceeds received in connection with such payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice, or (y) the discharge, settlement or satisfaction of any such litigation or dispute that does not involve any payment by Company or any of its Subsidiaries and does not impose any obligation on Company or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to Company and its Subsidiaries, taken as a whole); (x) Take any action to render inapplicable, or to exempt any third Person (other than Company) from any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of capital stock; (xi) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Parent IP, or enter into any Contracts or make other commitments to grant, transfer or license to any Person material future Parent IP rights, in each case, other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practices; (xii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, in all cases to the extent the amount thereof would exceed $10 million in the aggregate, other than (A) guarantees and letters of credit issued to suppliers of Company or any of its Subsidiaries in the ordinary course of business or (B) in connection with the financing of ordinary course trade payables, in either case consistent with past practice; (xiii) Other than as expressly contemplated by this Agreement, appoint a new member of the board of directors of Parent; (xiv) Take any action that is intended or would reasonably be expected to result in any of the conditions to the First Merger set forth in Article VI not being satisfied; (xv) Enter into any new line of business material to Parent and its Subsidiaries, taken as a whole; (xvi) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xvii) Agree in writing to take any of the actions described in (i) through (xvi) above.

  • Acceptable Modifications This Guaranty shall be binding upon the Guarantor and upon its successors and assigns and shall inure to the benefit of and be enforceable by the Guaranteed Party and their successors and assigns; provided, however, that the Guarantor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Guaranteed Party. The assignment rights of the Guaranteed Party will be in accordance with any applicable terms of the Agreement. Any assignment in violation of this Section 8 shall be void and of no effect.

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