Certain Consent Rights Clause Samples
The Certain Consent Rights clause establishes specific situations where one party must obtain the approval of another before taking certain actions. Typically, this clause outlines which decisions require consent, such as major business changes, asset sales, or amendments to key agreements, and may specify the process for requesting and granting such consent. Its core practical function is to protect the interests of the consenting party by ensuring they have a say in significant matters that could affect their rights or the value of their investment.
Certain Consent Rights. Notwithstanding any other provision of this Agreement to the contrary, (A) the General Partner shall have the right to enter into, effect and/or consummate, and, (B) the Limited Partners, as such, shall not have the right to approve, consent or vote with respect to: (x) any merger, consolidation, combination, sale of all or substantially all of the assets or stock of the General Partner, the sale of all of the General Partner’s interest in the Partnership or any similar transaction, which, in the case of this clause (x), if and only to the extent required by applicable law, has been approved by the stockholders of the General Partner, or (y) any merger, consolidation, combination, sale of all or substantially all of the assets of the Partnership or any similar transaction, which in the case of this clause (y) has been approved by the stockholders of the General Partner; provided, however, that if any transaction is determined to be described in both clauses (x) and (y) immediately above, the imposition of any requirement that the stockholders of the General Partner approve such transaction shall be governed solely by clause (x) and not by clause (y).
Certain Consent Rights. Notwithstanding anything to the contrary in Section 4.03, prior to the occurrence of a Public Listing, the following actions shall not be taken by KREF or the KKR Manager without (i) the unanimous consent of the Advisory Board and (ii) the approval or consent of a majority of the Independent Directors serving on the Board, or if there are no such Independent Directors, the consent of the holders of a majority of REIT Shares owned by the Stockholders:
(a) enter into or amend any direct or indirect transactions between KREF and/or the KKR Manager, on the one hand, and Fund Holdings or any of its Affiliates (other than KREF and/or KKR Manager or any of their Subsidiaries), on the other hand, other than (A) any transaction that is on an arm’s-length basis, (B) any transaction pursuant to any arrangement or agreement in effect on the date of this Agreement and which has been disclosed in writing to the Stockholders (including the Management Agreement, Registration Rights Agreement and the terms of the Voting Preferred Share), (C) the entry into any customary indemnification agreements or similar arrangements with the directors and officers of KREF, and (D) any capital markets services provided by any Affiliate of Fund Holdings in the ordinary course of business that is on an arm’s-length basis;
(b) amend or modify the Management Agreement in a manner that is materially adverse to KREF (including, without limitation, any adverse changes to the management fee, incentive fee and expense reimbursement provisions therein);
(c) terminate the Management Agreement, including, without limitation, by making any election not to renew the Management Agreement or by KKR Manager making any election to assign the Management Agreement if such assignment would result in a termination of the Management Agreement;
(d) amend or modify the terms of the REIT Shares owned by the Stockholders as set forth in the charter of KREF in a manner that would materially and adversely affect any right, preference, privilege or voting power of the REIT Shares owned by the Stockholders in a manner that would not similarly affect the rights, preferences, privileges or voting powers of the REIT Shares owned by Fund Holdings and its Affiliates;
(e) amend the organizational documents of KREF or the KKR Manager or this Agreement in a manner that would have a material and adverse economic effect on the Stockholders without having a similar economic effect on Fund Holdings or its Affiliates;
(f) commenc...
Certain Consent Rights. So long as such Investor holds at least 50% of the shares of Registrable Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) held by such Investor as of the date hereof, without the written consent or affirmative vote of: (i) each of GPI and FP for all of the actions set forth in subsections (a) through (f) below and (ii) each of ▇▇▇▇▇▇▇▇▇, FT, TCV, TA Associates, WCP, and Cross Creek for the actions set forth in subsections (a), (c) and (d) below, the Company shall not, either directly or by amendment, merger, consolidation or otherwise:
(a) amend, modify, alter or repeal any provision of the Certificate of Incorporation or Bylaws in any manner that materially and adversely affects the rights and obligations of the New Investors disproportionately vis-a-vis any other class of capital stock;
(b) increase or decrease the authorized size of the Board;
(c) issue, sell or exchange, or reserve or set aside for issuance, sale or exchange (or agree to do any of the foregoing) any Equity Securities (i) that rank senior to the Common Stock as to dividends or distributions in accordance with the Certificate of Incorporation or (ii) to which voting rights of more than one vote per share of Common Stock or Common Stock equivalent attached;
(d) pay or declare any dividend or make distributions in respect of Company capital stock unless such transaction is effected on a pro rata basis in respect of all stockholders in accordance with their then-current ownership levels;
(e) enter into, or agree to enter into, any transaction or series of transactions which would constitute a Change of Control other than in accordance with Section 1.6 of the Voting Agreement; or
(f) consummate an initial public offering other than a Qualified Public Offering.
Certain Consent Rights. (a) Notwithstanding anything to the contrary herein contained, except as expressly contemplated by the Merger Agreement or the Plan, Arch hereby covenants that it will not take, or agree in writing to take, any action contemplated by Section 4.5(b)(ii), (iii), (iv), (viii) or (ix) of the Merger Agreement without the prior written consent of the Standby Purchaser.
(b) Arch hereby covenants that, without the prior written consent of the Standby Purchaser, it will not, prior to the Effective Date, enter into any agreement with respect to its securities, or amend any existing agreement with respect to its securities (including without limitation the Existing Registration Rights Agreements) in any manner inconsistent with the rights to be granted to the Standby Purchaser pursuant to the Registration Rights Agreement.
Certain Consent Rights. Notwithstanding anything in this Plan or the Confirmation Order to the contrary (including Article XII.G of this Plan), all consent rights, including the various consent rights of the Requisite Consenting Stakeholders set forth in the Plan Support Agreement and the Requisite Financing Parties set forth in the Backstop Agreement, with respect to the form and substance of this Plan, the Plan Supplement, and any Restructuring Documents shall be incorporated herein by this reference and fully enforceable as stated herein until such time as the Plan Support Agreement and the Backstop Agreement are terminated in accordance with their terms. For the avoidance of doubt, the failure to specify a particular consent right in this Plan or the Confirmation Order that is otherwise set forth in the Plan Support Agreement or the Backstop Agreement does not in any way impair, alter, or amend such consent or consultation rights, which remain binding on the parties to the Plan Support Agreement and the Backstop Agreement and are incorporated into this Plan, the Plan Supplement, the Confirmation Order and any Restructuring Documents or other related documents.
Certain Consent Rights. Each of the ▇▇▇▇▇▇▇ Parties hereby covenants that, without the prior written consent of the Plan Sponsors, it shall not, prior to the Effective Date, enter into any agreement with respect to its securities (it being understood that no such written consent shall be required for purposes of the issuance of the securities contemplated by the Plan), or amend any existing agreement with respect to such securities in any manner inconsistent with the rights of the Plan Sponsors pursuant to, or the consummation of the transactions contemplated by, this Plan Sponsorship Agreement or any of the First Lien Documents, the Second Lien Documents or the Third Lien Documents.
Certain Consent Rights. Notwithstanding anything in the Plan to the contrary, any and all consent rights of the Consenting Creditors (as defined in the Restructuring Support Agreement) set forth in the Restructuring Support Agreement with respect to the form and substance of this Plan, the Plan Supplement, the Plan Documents, and any other Restructuring Document (as defined in the Restructuring Support Agreement), including any amendments, restatements, supplements, or other modifications to such documents, and any consents, waivers, or other deviations under or from any such documents, shall be incorporated herein by this reference (including to the applicable definitions in Article I hereof) and fully enforceable as if stated in full herein until such time as the Restructuring Support Agreement is terminated in accordance with its terms.
Certain Consent Rights. Notwithstanding anything to the contrary herein contained, except as expressly contemplated by the Merger Agreement or the Plan, Arch hereby covenants that it will not take, or agree in writing to take, any action contemplated by Section 4.5(b)(ii), (iii), (iv), (viii) or (ix) of the Merger Agreement without the prior written consent of the Standby Purchaser.