Additional Consent Rights Clause Samples
Additional Consent Rights. So long as any Series A Preferred Units remain outstanding, the Consent of the Series A Limited Partners will be required to:
(1) Authorize, designate or issue any class or series of Partnership Interests ranking pari passu with or senior to the Series A Preferred Units with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Partnership;
(2) Increase the authorized or issued amount of Series A Preferred Units;
(3) Amend, alter or repeal the provisions of this Article 16, whether by merger, consolidation, transfer or conveyance of all or substantially all of the Partnership’s assets or otherwise (an “Event”), so as to materially and adversely affect any right, preference or privilege of the Series A Preferred Units; provided, however, that, with respect to any Event (and subject to clause (4) immediately below, if applicable), so long as the Series A Preferred Units remain outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event, the Partnership may not be the surviving entity and the surviving entity may not be a limited partnership, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences or privileges of Series A Preferred Units, and in such case no Consent of the Series A Limited Partners shall be required with respect to the occurrence of any such Event; or
(4) Effect any General Partner Fundamental Change, provided, however, that, with respect to any General Partner Fundamental Change (and subject to clause (3) immediately above, if applicable), so long as the provisions of Section 16.8, or substantially identical provisions thereto set forth in the organizational documents of any Surviving Partnership, shall be effective after the consummation of such General Partner Fundamental Change, no Consent of the Series A Limited Partners shall be required with respect to such General Partner Fundamental Change.
Additional Consent Rights. So long as any Series 1 CPOP Units remain outstanding, the Consent of the Series 1 CPOP Limited Partners will be required to amend, alter or repeal the provisions of this Article 20, so as to materially and adversely affect any right, preference or privilege of the Series 1 CPOP Units; provided, however, that, nothing in this Section 20.7.B shall require the Consent of the Series 1 CPOP Limited Partners in connection with the exercise of the Partnership Series 1 CPOP Partnership Conversion Right described in Section 20.6.C or otherwise in connection with any Termination Transaction.
Additional Consent Rights. Each of the following must be in form and substance reasonably acceptable to the Required Lenders (or as reasonably agreed to by the Specified Ad Hoc Group Advisors in writing (including via email)):
(a) the Chapter 11 Plan Supplement and any part thereof; provided that the form of any Chapter 11 Plan Supplement document filed by the Debtors with the Bankruptcy Court prior to the First Amendment Effective Date shall be deemed to be acceptable for purposes of this Section 17.6;
(b) any amendment, modification or supplement to the Chapter 11 Plan made on or after the date of termination of the RSA;
(c) any provision of alternate treatment to any member of any Class (as defined in the Chapter 11 Plan) pursuant to Section III.B of the Chapter 11 Plan; and
(d) any amendment, modification or supplement to the Confirmation Order, Interim Order, Final Order, First Day Order, order sanctioning the WHOA Plan (as defined in the Chapter 11 Plan) or order granting recognition entered in a Recognition Proceeding.
Additional Consent Rights. So long as any Series 3 CPOP Units remain outstanding, the Consent of the Series 3 CPOP Limited Partners will be required to amend, alter or repeal the provisions of this Article 23, so as to materially and adversely affect any right, preference or privilege of the Series 3 CPOP Units; provided, however, that, nothing in this Section 23.7.B shall require the Consent of the Series 3 CPOP Limited Partners in connection with the exercise of the Partnership Series 3 CPOP Partnership Conversion Right described in Section 23.6.C or otherwise in connection with any Termination Transaction.
Additional Consent Rights. In addition to the consent rights set forth above, subject to Sections 11.02(b), (d) and (f), and, on and after the Springing Security Effective Date, to the terms of the Intercreditor Agreement, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent (or, in the case of any applicable Security Document, the Collateral Agent) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders; provided that no such agreement shall be effective if the effect thereof would:
(i) on and after the Springing Security Effective Date, except pursuant to the Intercreditor Agreement or the express terms hereof, release all or a substantial portion of the Collateral from the Liens of the Security Documents or alter the relative priorities of a material portion of the Guaranteed Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;
(ii) change the percentage set forth in the definition of “Required Class Lenders” (as in effect on the Amendment No. 1 Effective Date) required to waive, amend or modify any rights under any Loan Document or make any determination or grant any consent under such Loan Document, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;
(iii) on or after the Springing Security Effective Date, amend, modify or waive any provision of: (A) Section 2.1 of the Intercreditor Agreement to the extent such amendment, modification or waiver would adversely affect the priority of the Liens on the Collateral held by the Collateral Agent for the benefit of the Credit Parties or (B) Section 6.3 of the Intercreditor Agreement in a manner that adversely affects the priority of payments of Collateral proceeds, in each case without the written consent of each affected Lender; provided that this clause (iii) shall not apply to amending...