Common use of Consent in Contemplation of Transfer Clause in Contracts

Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by a holder of Notes that has transferred or has agreed to transfer its Notes to any Obligor, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 18 or any other Financing Document by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, any Subsidiary or any Affiliate of any Obligor the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to any other Person Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or any Guaranty Agreement by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, any Subsidiary or any Affiliate of any Obligor the Company (either pursuant to a waiver under Section 17.1(c) or subsequent to any other Person Section 8.5 having been amended pursuant to Section 17.1(c)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made pursuant to this Section Article 17 by a holder Holder of Notes that has transferred or has agreed to transfer its Notes to any Obligor, any Subsidiary the Company or any Affiliate of any Obligor (the Company pursuant to a waiver under Section 17.1(c) or subsequent to any other Person in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an ObligorSection 8.5 having been amended pursuant to Section 17.1(c) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holderHolder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders Holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 17.2 by a the holder of Notes any Note that has transferred or has agreed to transfer its Notes such Note to any Obligor(i) the Company, (ii) any Subsidiary or any other Affiliate of any Obligor or (or to iii) any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Company and/or any of its Affiliates, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or any other Note Document by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, any Subsidiary or any Affiliate of any Obligor the Company (either pursuant to a waiver under Section 17.1(c) or subsequent to any other Person Section 8.6 having been amended pursuant to Section 17.1(c)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 11.05 or any other Note Document by a holder of Notes Holder that has transferred or has agreed to transfer its Notes Note to any Obligor, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with Parent, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer the Issuer, any Note Party and/or any of their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 18 or any Subsidiary Guarantee by a any Purchaser or holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, any Subsidiary or any Affiliate of any Obligor the Company (or to any other Person acquiring or merging with the Company) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holderPurchaser or holder with respect to such Note, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Purchasers and holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderPurchaser or transferring holder with respect to such Note.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 18 or any other Note Document by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to (1) any ObligorNote Party, (2) any Subsidiary or any other Affiliate of any Obligor or (or to 3) any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with any Note Party and/or any Affiliate, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 18 by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, 77 or in anticipation of, an acquisition of, tender offer for, for or merger with an Obligorthe Company and/or any of its Affiliates (either pursuant to a waiver under Section 18.1(c) and has provided or has agreed subsequent to provide Section 8.9 having been amended pursuant to Section 18.1(c)) in connection with such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or the Excel Guaranty by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, the Parent, any Subsidiary or any Affiliate of any Obligor the Company or the Parent (either pursuant to a waiver under Section 17.1(c) or subsequent to any other Person Section 8.5 having been amended pursuant to Section 17.1(c)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 Article 18 by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligor(i) the Company, (ii) any Subsidiary or any other Affiliate of any Obligor the Company or (or to iii) any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Company and/or any of its Affiliates, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of the Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or the other Note Documents by a holder of Notes Holder that has transferred or has agreed to transfer its Notes Note to any ObligorCompany, any Subsidiary or any Affiliate of any Obligor a Company (either pursuant to a waiver under Section 17.1(c) or subsequent to any other Person Section 8.5 having been amended pursuant to Section 17.1(c)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holderHolder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 10.6 or any other Note Document by a holder of Notes Holder that has transferred or has agreed to transfer its Notes Note to any Obligor, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, or in anticipation of, an acquisition ofsuch Person acquiring, making a tender offer forfor or merging with the Issuer, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer any Note Party and/or any of their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of other holders of Notes the Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.Holder. 107

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or any Financing Document by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to (i) the Company, (ii) any Obligor, any Subsidiary other Affiliate or any Affiliate of any Obligor (or to iii) any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Company and/or any of its Affiliates, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligor, any Subsidiary (i) the Issuer or any Affiliate of any Obligor the Issuer or (or to ii) any other Person in connection with, or in anticipation 49 of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Issuer and/or any of its Affiliates, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by a any holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligor(1) the Company, (2) any Subsidiary or any other Affiliate of any Obligor or (or to 3) any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Company and/or any of its Affiliates, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 18 or any other Financing Document by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligorthe Company, any Subsidiary or any Affiliate of any Obligor the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to any other Person Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.. 4850-4933-9817 v1

Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 18 by a any holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any Obligor(1) the Company, (2) any Subsidiary or any other Affiliate of any Obligor or (or to 3) any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Company and/or any of its Affiliates, or merger in each case in connection with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 19.2 by a the holder of Notes any Note that has transferred or has agreed to transfer its Notes such Note to any the Obligor, any Subsidiary Member or any Affiliate of the Obligor or any Obligor Member pursuant to an offer made pursuant to clause (or to any other Person in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligorb) of the first sentence of Section 8.9 and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 10.6 or any other Note Document by a holder of Notes HolderPurchaser that has transferred or has agreed to transfer its Notes Note to any Obligor, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, or in anticipation of, an acquisition ofsuch Person acquiring, making a tender offer forfor or merging with the Issuer, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer any Note Party and/or any of their Affiliates, shall be void and of no force or effect except solely as to such holderHolderPurchaser, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of other holders of Notes the HoldersPurchasers that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolderPurchaser.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 11.05 or any other Note Document by a holder of Notes Holder that has transferred or has agreed to transfer its Notes Note to any Obligor, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, or in anticipation of, an acquisition ofsuch other Person acquiring, making a tender offer forfor or merging with the Parent, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer the Issuer, any Note Party and/or any of their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or any Subsidiary Guarantee by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any either Obligor, any Subsidiary or any Affiliate of any either Obligor (either pursuant to a waiver under this Section 17.1(c) or subsequent to any other Person Section 8.5 having been amended pursuant to this Section 17.1(c)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. Section 17.3.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 or any Subsidiary Guarantee by a holder of Notes a Note that has transferred or has agreed to transfer its Notes Note to any either Obligor, any Subsidiary or any Affiliate of any either Obligor (either pursuant to a waiver under Section 17.1(c) or subsequent to any other Person Section 8.5 having been amended pursuant to Section 17.1(c)) in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. Section 17.3.

Consent in Contemplation of Transfer. Any consent made given pursuant to this Section 17 10.6 or any other Note Document by a holder of Notes Holder that has transferred or has agreed to transfer its Notes Note to any Obligor, any Subsidiary or any Affiliate of any Obligor (or to any other Person in connection with, or in anticipation of, an acquisition ofsuch Person acquiring, making a tender offer forfor or merging with the Issuer, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer any Note Party and/or any of their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of other holders of Notes the Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.