Certain Permitted Actions. Notwithstanding anything in this Agreement (including Sections 6.1(a) and (b) above) to the contrary, Buyer consents and agrees as follows:
Certain Permitted Actions. To the extent permitted by law or the Loan Documents, each of the Agent and any Bank may, from time to time, whether before or after any discontinuance of this Guaranty, at its sole discretion and without notice to any Guarantor, take any or all of the following actions without impairing its rights arising hereunder: (a) retain or obtain a lien upon or a security interest in any property to secure any of the Guaranteed Liabilities, (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to such Guarantors' obligations, with respect to any of the Guaranteed Liabilities, (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Guaranteed Liabilities, or release or compromise any obligation of any Obligor under any Loan Document or any obligation of any nature of any other obligor with respect to any of the Guaranteed Liabilities, (d) release or fail to perfect its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Guaranteed Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (e) resort to any Guarantor for payment of any of the Guaranteed Liabilities, whether or not the Agent or the Banks (i) shall have resorted to any property securing any of the Guaranteed Liabilities or (ii) shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Liabilities (all of the actions referred to in preceding CLAUSES (i) and (ii) being hereby expressly waived by each Guarantor to the fullest extent permitted by Applicable Law).
Certain Permitted Actions. The Administrative Agent or any other Lender Party may, from time to time, at its sole discretion and without notice to the Borrower or any Subsidiary Guarantor, take any or all of the following actions without affecting the obligations of the undersigned hereunder: (a) join additional Guarantors as parties to this Agreement in accordance with Section 5.11 of the Credit Agreement, (b) extend or renew any of the Guaranteed Obligations for one or more periods (whether or not longer than the original period), alter or exchange any of the Guaranteed Obligations, or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Guaranteed Obligations, and (c) resort to the undersigned (or any of them) for payment of any of the Guaranteed Obligations when due, whether or not the Administrative Agent or such other Lender Party shall have proceeded against any other of the undersigned, the Borrower or any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Obligations.
Certain Permitted Actions. Amendments to the Agreement; Additional Covenants.................16 SECTION 9.02. Ratification of Agreement....................................................................19 SECTION 9.03. Counterparts.................................................................................19 SECTION 9.04. Dealer Concentrations........................................................................19 SECTION 9.05. The Certificates.............................................................................19 SECTION 9.06. GOVERNING LAW................................................................................19 EXHIBIT A Form of Series 2002-CC Certificate..........................................................A-1 SERIES 2002-CC SUPPLEMENT dated as of [ ], 2002 (this "Series Supplement"), among DAIMLERCHRYSLER WHOLESALE RECEIVABLES LLC, a Delaware limited liability company, as Seller, DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC, a Michigan limited liability company, as Servicer, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee.
Certain Permitted Actions. Notwithstanding anything in this Agreement (including Sections 6.1(a) and (b) above) to the contrary, the Charter Parties consent and agree as follows:
Certain Permitted Actions. Notwithstanding anything to the contrary in this Agreement, (i) none of the provisions of this Agreement shall restrict the Executive from taking, or refraining from taking, any action solely in his capacity as director or officer of the Company; (ii) the obligations of the Stockholders set forth in Section 1(a) (other than clause (ii) of the first sentence thereof) and Section 1(b) shall not apply to any Takeover Proposal other than the Transactions as described in the Merger Agreement, whether or not such Takeover Proposal is deemed to be a Superior Proposal and (iii) the obligations of the Stockholders set forth herein are subject to the condition that the Merger Agreement not be amended, modified or waived by the parties thereto in any manner that could reasonably be expected to materially adversely impact the Stockholders, without the prior written consent of the Stockholders with respect to such amendment, modification or waiver.
Certain Permitted Actions. Amendments to the Agreement; Additional Covenants...............36 SECTION 9.02. Ratification of Agreement..................................................................39 SECTION 9.03. Counterparts...............................................................................39 SECTION 9.04. Dealer Concentrations......................................................................39 SECTION 9.05. The Certificates...........................................................................39 SECTION 9.06. GOVERNING LAW..............................................................................39 EXHIBIT A Form of Series 2000-C Certificate...........................................................A-1
Certain Permitted Actions. Notwithstanding the limitations and --------------------------- restrictions set forth elsewhere in this Agreement:
(a) The Investors and their Permitted Transferees shall have the right to acquire the Convertible Preferred Stock and the Redeemable Preferred Stock and to convert the Convertible Preferred Stock and acquire Common Stock issuable upon conversion of the Convertible Preferred Stock (or upon conversion, exercise or exchange of any securities received from Matria in exchange for the Convertible Preferred Stock) and shall have the right to acquire any Matria securities distributed as a dividend, because of an adjustment resulting from the operation of anti-dilution provisions, or otherwise in respect of Convertible Preferred Stock or any securities received from Matria in exchange for the Convertible Preferred Stock.
(b) The Investors and their Permitted Transferees shall have the right to acquire the Warrants and to exercise the Warrants and acquire Common Stock issuable upon exercise of the Warrants (or upon conversion, exercise or exchange of any securities received from Matria in exchange for the Warrants) and shall have the right to acquire any Matria securities distributed as a dividend, because of an adjustment resulting from the operation of anti-dilution provisions, or otherwise in respect of the Warrants or any securities received from Matria in exchange for the Warrants.
Certain Permitted Actions. Notwithstanding Section 6.4(b) (No Solicitation or Negotiation) and Section 6.4(c) (Notice) or any other provision of this Agreement to the contrary, at any time following the Go-Shop Period End Date and prior to the Approval Time, if (i) the Company receives an unsolicited bona fide offer that is an Acquisition Proposal from a third party, (ii) neither the Company nor any of its Representatives shall have directly or indirectly violated or breached any of the provisions set forth in Section 6.4(b) (No Solicitation or Negotiation), Section 6.4(c) (Notice) or Section 6.6(a) (Company Stockholders Meeting), in a manner that resulted in the submission of such Acquisition Proposal, (iii) the Company Board determines in good faith, after consultation with its financial advisors and outside counsel and upon recommendation of the Special Committee, that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal, and (iv) after consultation with its outside counsel, the Company Board determines in good faith that such action is necessary to comply with its fiduciary duties to the stockholders of the Company under applicable Law, the Company Board may (directly or through the Company’s Representatives) (A) furnish non-public information with respect to the Company to the Person who made such proposal, and (B) participate in negotiations regarding such proposal; provided that the Company (x) shall not, and shall not allow any of its Representatives to, disclose any non-public information to such Person without first entering into an Acceptable Confidentiality Agreement and (y) shall promptly provide to Parent or its Representatives any material non-public information concerning the Company provided to such other Person which was not previously provided to Parent.
Certain Permitted Actions. Notwithstanding Section 5.2(a), this Agreement will not prevent or otherwise restrict Seller or any Acquired Company from doing, or causing any Acquired Company to make any dividend or other distribution of cash or cash equivalents, including any sweep of cash from any account of any Acquired Company at any time before the Effective Time.
