Consent Matters. (i) If (a) Agent requests a Lender’s written consent to any proposed waiver (including any waiver of any Event of Default), amendment, supplement or modification of this Agreement or any of the other Loan Documents pursuant to Sections 14.1.1 or 14.1.2 or for any other matter relating to the Obligations or any of the Loan Documents and (b) the Lender does not notify Agent of the Lender’s refusal to grant the consent requested by Agent within 10 Business Days after receipt of Agent’s request for the Lender’s consent, then the Lender’s consent will be treated as having been granted unless such amendment, supplement or modification would require the consent of all of the Lenders, and Agent and the other Lenders will thereafter be permitted to take the actions described in the request for consent as though the Lender had affirmatively consented to the requested actions.
(ii) If (a) Agent requests a Lender’s written consent to any proposed waiver (including any waiver of any Event of Default), amendment, supplement or modification of this Agreement or any of the other Loan Documents pursuant to Sections 14.1.1 or 14.1.2 or for any other matter relating to the Obligations or any of the Loan Documents and (b) the Lender refuses to give its consent, Agent, at its option, may, at any time within 45 days after the Lender notifies Agent of the Lender’s refusal to grant the requested consent, acquire on notice to the applicable Lender (a “Buy-Out Notice”) all, but not less than all, of that Lender’s Loans, other Credit Exposure and Commitments by paying to that Lender an amount equal to the unpaid principal balance of the Loans held by that Lender plus all accrued interest and fees then due to the Lender as set forth in this Agreement. From and after the date on which Agent delivers a Buy-Out Notice to the Lender, Agent and the other Lenders may amend, modify, and supplement the Loan Documents or waive any of the provisions of the Loan Documents (including any Event of Default), or all of the foregoing, as though the non-consenting Lender had, in fact, affirmatively consented to the requested actions.
Consent Matters. Pursuant to the Purchase Agreement, certain actions of the Seller Parties and the Equity Entities described in the Purchase Agreement taken after the date of the Purchase Agreement and prior to the applicable Closing Date on which the applicable Purchased Interests, Transferred Properties or Purchased Commercial Loans are Transferred to the Purchaser Parties (or the earlier termination of the Purchase Agreement) require the consent of the Purchaser Representative (acting on behalf of the Purchaser Parties pursuant to Section 12.3(b) of the Purchase Agreement) prior to the taking of any such action (provided that any actions taken by any of the Seller Parties prior to the date hereof with respect to any matter for which a consent is granted below shall be deemed to have been approved by the Purchaser Parties for all purposes). Pursuant to and in accordance with the terms of the Purchase Agreement, the Purchaser Representative hereby consents to and approves the following actions (and the approval and consent by the GE Partner of any major decisions with respect thereto):
Consent Matters. The Company shall give any notices to third parties required under Contracts, and the Company shall use, and cause each of the Company Subsidiaries to use, its reasonable best efforts to obtain any third party consents to any Contracts that are necessary, proper or advisable to consummate the Merger; provided that each of the parties acknowledges and agrees that obtaining any such consent or approval shall not, in and of itself, be a condition to the consummation of the Merger. Notwithstanding anything to the contrary herein, none of Parent, the Company or any of their respective Subsidiaries shall be required to pay any consent or other similar fee, payment or consideration, make any other concession or provide any additional security (including a guaranty), to obtain such third party consents (except, in the case of the Company, if requested by Xxxxxx and either (a) reimbursed or indemnified by Parent or (b) subject to the occurrence of the Effective Time). This Section 7.16 shall not apply to any Approvals necessary or advisable to be obtained from any Governmental Entity, which such Approvals shall be exclusively governed by Section 7.2.
Consent Matters. Each of the Shareholders severally undertakes to the Company and the Investors that they shall exercise all voting rights and powers of control available to such Shareholder in relation to the Company to procure, in so far as they are thereby so able to do so, that: save with Investor Majority Consent, the Company shall not effect any of the matters referred to in Part 1 of Schedule 2 (Consent Matters); and save with Investor Director Consent, the Company shall not effect any of the matters referred to in Part 2 of Schedule 2 (Consent Matters). As a separate obligation, severable from the obligations in clause 6.1, the Company undertakes to Investors that (to the extent permitted by law): save with Investor Majority Consent, it shall not effect, and will procure that no Group Company will effect, any of the matters referred to in Part 1 of Schedule 2 (Consent Matters); and save with Investor Director Consent, the Company shall not effect, and will procure that no Group Company will effect, any of the matters referred to in Part 2 of Schedule 2 (Consent Matters). In respect of any actions or matters requiring or seeking the acceptance, approval, agreement, consent or words having similar effect of an Investor Director under this agreement, if at any time an Investor Director has not been appointed or an Investor Director declares in writing to the Company and the Investors that they consider that providing such consent gives rise or may give rise to a conflict of interest to their duties as a Director, [such action or matter shall require an Investor Majority Consent]/[the Investor(s) entitled to appoint such Investor Director(s) shall instead be entitled to give such consent and the threshold to meet such Investor Director Consent shall be interpreted accordingly]. No claim shall be made by any Investor against the Company or any Shareholder in respect of any breach of this clause 6 without Investor Majority Consent.
Consent Matters. 4.2.1. Between the date of this Agreement and the Completion Date, the Sellers shall procure that the Group Companies shall not, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or made conditional), take any action or decision to:
(i) issue, repurchase and/or cancel any shares, options, warrants, bonds or similar instruments in as far as this does not concern intragroup transactions;
(ii) issue any depositary receipts;
(iii) apply for the listing of any shares or debt instruments on a stock exchange;
(iv) participate in the capital of another company or cooperation or amend the scope of such participation, including but not limited to the establishment of joint ventures or the alienation of (shares in) Subsidiaries and/or current joint ventures, except in as far as (a) the investment concerned with such subsidiaries and/or joint venture are (anticipated to be) immaterial to the Group or (b) it concerns intra-Group restructuring;
(v) amend the articles of association or similar constitutional documents of any Group Company;
(vi) acquire (whether by one transaction or by a series of transactions) the whole, or a substantial or material part of the business, undertaking or assets of any other person or dispose (whether by one transaction or by a series of transactions) the whole or any substantial or material part of its business, undertaking or any other of its assets;
(vii) voluntarily cease to carry on its business, is wound up or file for the liquidation, bankruptcy or suspension of payments of any Group Company;
(viii) grant or revoke powers of attorney, except if immaterial or with regard to a revocation in an urgent matter;
(ix) adopt or amend the annual budget, revised forecast or long term business plans of the Group, save for the adoption of the 2018 budget which is envisaged to be adopted on 19 December 2017 reflecting a budgeted EBITDA in line with the 2018 - 2020 Strategic Plan;
(x) enter into agreements in which any Group Company provides a surety or undertakes joint and several liability, or provide security for a debt of a third party (excluding the use of existing banking credit facilities other than in the ordinary course of business) unless immaterial;
(xi) lend or borrow any money (excluding the use of existing committed and non-committed banking credit facilities, and other than in the ordinary course of business) unless immaterial;
(xii) amend the accounting principles used by the...
Consent Matters. Notwithstanding the provisions of clause 10.3 (Voting), if a particular action would under the terms of this Agreement require approval by Ordinary Consent or Special Consent or Extraordinary consent, such action shall not be validly approved unless:
(a) in relation to matters requiring Ordinary Consent, Limited Partners and investors in Parallel Vehicles whose consent or votes represent more than 50% of the aggregate commitments in the Partnership and the Parallel Vehicles have approved such matters in writing; and
(b) in relation to matters requiring Special Consent, Limited Partners and investors in any Parallel Vehicles whose consent or votes equal or exceed 75% of the aggregate commitments in the Partnership and the Parallel Vehicles have approved such matters in writing.
Consent Matters. 4.2.1. Without prejudice to the generality of Clause 4.1 and to the extent allowed under applicable Law, between the Signing Date and the Completion Date, the Sellers shall procure that the Group Companies shall not, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or made conditional) and except in as far allowed under Clause 4.3, take any action or decision to: (i) allow any Leakage to be made, paid or occur;
Consent Matters. Each of the Shareholders and member(s) of the Board shall exercise all voting rights and powers of control available to him in relation to any G
Consent Matters. (a) Promptly following the Effective Date, BWR shall use commercially reasonable efforts to obtain all Consents and Orders reasonably required in order to effectuate the transactions contemplated by this Agreement. New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000
(b) If the Consents and Orders set forth on Exhibit C attached hereto are not obtained on or prior to thirty (30) days after the Closing Date, the Parties will negotiate in good faith an adjustment to the Merger Consideration.
Consent Matters. 6.1 Each of the Shareholders shall exercise all voting rights and powers of control available to him in relation to the Company to procure that save with Founder Consent, the Company shall not effect any of the matters referred to in Schedule 4 (Consent Matters).
6.2 As a separate obligation, severable from the obligations in clause 6.1, the Company agrees that, save with Founder Consent, it shall not effect any of the matters referred to in Schedule 4 (Consent Matters).
