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.
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. 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. Notwithstanding the provisions of Clause 12.3 (Voting), if a particular action would under the terms of this Agreement require approval by Ordinary Consent, Special Consent or Unanimous Consent, such action shall not be validly approved unless:
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).
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. Notwithstanding Clause 4.1, to protect the value of the Group Companies in the Interim Period, the Seller shall procure that, during the Interim Period and to the extent permitted by Law, including in particular competition Law, none of the Group Companies carries out any of the following actions without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, delayed or made conditional:
Consent Matters. Prior to the submission of either of the --------------- following matters for approval of the Board of Directors of the Company or a Subsidiary of the Company, as the case may be, such matter shall first be approved by each of Perry and Bain, which approval shall not be unreasonably withheld, except as required by applicable law:
Consent Matters. The Parties agree that the consent fees paid or payable by Colt and its Subsidiaries pursuant to each of (a) that certain letter agreement, dated as of September 27, 2012, between Disney Consumer Products, Inc. and Payless ShoeSource Worldwide, Inc. (the “Disney Consent”) and (b) that certain Ordering Document, dated as of September 2012, by and between Oracle America, Inc. and Payless ShoeSource Worldwide, Inc. (the “Oracle Consent”) shall be considered Separation Costs and shall be borne in accordance with the Parties’ respective Pro Rata Shares (it being understood that to the extent such amounts serve (or have served) to reduce Freely Available Cash, no further adjustment or allocation shall be required).
