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:
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 Xxxxxxxxx, 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:
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.
Certain Consent Rights. Each of the Xxxxxxx 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 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. Notwithstanding anything to the contrary in this Agreement, the Managing Member shall not, and shall not permit the Company or any of its Subsidiaries to, engage in or cause any of the following transactions or take any of the following actions, without the prior written consent of the holders of the Majority in Interest of the Membership Interests held by the Non-Managing Members, which consent shall be in the sole and absolute discretion of such Non-Managing Members:
Certain Consent Rights. For so long as any of the Class A Convertible Preferred Units shall remain outstanding, the Company shall not, and the Manager shall not cause the Company to and the Company shall not permit any of its Subsidiaries to, either directly or indirectly take any of the following actions without the written consent (not to be unreasonably withheld, conditioned or delayed) of the Sponsor:
Certain Consent Rights. Prior to the occurrence of a Trigger Event and provided that Tilden Park continues to Beneficially Own at least twenty percent (20%) of the Company’s outstanding Equity Securities, notwithstanding anything to the contrary herein, the Charter or the Bylaws, the Company shall not, and shall cause its subsidiaries not to, without the prior written consent of Tilden Park, either directly or indirectly by merger, consolidation or otherwise: (a) make any changes to the Charter or the Bylaws; (b) increase or decrease the Company’s authorized capital or create any new shares of stock; (c) issue or sell any Equity Securities, other than the issuance or sale of Equity Securities for purposes of (i) awards to employees, directors and advisors of the Company (only to the extent as currently contemplated and specifically disclosed prior to the date hereof to Tilden Park, including with respect to Tilden Park’s proportionate dilution), (ii) acquisition transactions (only to the extent as currently contemplated and specifically disclosed prior to the date hereof to Tilden Park, including with respect to Tilden Park’s proportionate dilution), and (iii) the IPO, provided, however, that, for purposes of clause (iii), Tilden Park’s prior written consent shall be required for the Company to agree with the underwriters on the public offering price per share for the IPO; (d) redeem or repurchase any shares of stock; (e) merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or effect any other transaction resulting in a change of control; (f) revoke the Company’s REIT status; (g) other than any dividends required to maintain the Company’s REIT status, make any dividends or other distributions to the stockholders; (h) approve or amend any transaction by and between the Company or any of its subsidiaries, on the one hand, and any of its stockholders or such stockholder’s affiliates or family members, on the other hand; or (i) commence or enter into business other than in respect of the Company’s business as currently contemplated.
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.
