Consent of Noteholder Sample Clauses

Consent of Noteholder. In any case in which consent of the Noteholder is required pursuant to the terms of this Guaranty Agreement, such consent shall be governed by the provisions of the Custodial and Paying Agency Agreement.
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Consent of Noteholder. Except where otherwise provided herein, in any instance hereunder where the approval, consent or the exercise of judgment of Noteholder is required, the granting or denial of such approval or consent and the exercise of such judgment shall be within the sole discretion of Noteholder, and Noteholder shall not, for any reason or to any extent, be required to grant such approval or consent or exercise such judgment in any particular manner, regardless of the reasonableness of either the request or Noteholder's judgment.
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Consent of Noteholder. The Company and the Noteholder shall have executed and delivered a counterpart of this Agreement.
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Consent of Noteholder. The Consent of Noteholder will be executed and delivered by DTC upon the receipt of a Consent of Participant. Upon submission of the Consent of Participant to DTC, Cede & Co. will execute the Consent of Noteholder and deliver a copy to the contact person identified in the Consent of Participant. Receipt of such executed Consent of Noteholder will be deemed the valid delivery of such Investor’s Consent pursuant to the terms of the Exchange Agreement. To ensure timely delivery of the Consent, please complete the Investor (“Customer”) information and total principal amount of Exchanged Old Notes in the attached forms where indicated and request that the DTC Participant process the consent request pursuant to the applicable procedures of DTC as soon as practicable. If you have any questions, please contact Xxxxx Xxxx at xxxxx@xxxxxx.xxx or 000-000-0000. Thank you. [Participant Letterhead] CONSENT OF PARTICIPANT [__________], 2020 The Depository Trust Company 00 Xxxxx Xxxxxx – 25th Floor New York, NY 10041 Attn: Proxy Department RE: 5.75% Convertible Senior Notes due 2021 CUSIP No. 00000XXX0 DTC Participant Account Number: [____] Dear Partner: Please have your nominee, Cede & Co., sign the attached Consent of Noteholder (the “Consent”) in order to enable our customer to exercise the right to consent with respect to $[__________] in aggregate principal amount of notes (the “Notes”) of the above-referenced securities credited to our DTC Participant account on the date hereof. In addition to acknowledging that this request is subject to the indemnification provided for in DTC Rule 6, the undersigned certifies to DTC and Cede & Co. that the information and facts set forth in the attached Consent are true and correct, including the aggregate principal amount of Notes credited to our DTC Participant account that are beneficially owned by our customer, [__________] (the “Customer”). The Customer has consented to the Proposed Amendments identified in the attached Consent. Please email a PDF copy of the Consent to Xxxxxxx Xxxx (email: xxxxx@xxxxxx.xxx; telephone: 0-000-000-0000) of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, outside counsel to the issuer of the Notes, as soon as possible. Very truly yours, [Insert Name of Participant] By: Name: Title: Medallion Stamp Please submit forms to xxxxxxxxxxxxxxxx@xxxx.xxx Cede & Co. c/o The Depository Trust Company 00 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 CONSENT OF NOTEHOLDER [__________], 2020 Rocket Pharmaceuticals, Inc. 000 Xxxxx Xxx, X...
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Consent of Noteholder. The Noteholder hereby represents and certifies that (i) it holds 100% of the Series 2020-VF1 Variable Funding Notes and therefore is the Series Required Noteholder with the right to instruct the Indenture Trustee, (ii) it has the authority to deliver this certification and the directions included herein to the Indenture Trustee, such power has not been granted or assigned to any other person, and the Indenture Trustee may conclusively rely upon this certification, (iii) it acknowledges and agrees that the amendments effected by this Amendment shall become effective on the Amendment Effective Date, and (iv) its consent to this Amendment shall constitute an “Act” by it as described in Section 1.5 of the Base Indenture.
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Consent of Noteholder. By execution of this Supplemental Indenture, the Noteholder hereby consents to this Supplemental Indenture pursuant to Section 902 and 104 of the Indenture and waives the obligation of the Company to give notice of this Supplemental Indenture to the Noteholder pursuant to Section 907 of the Indenture.
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Consent of Noteholder. The Undersigned, being the holder of an 8% Convertible Promissory Note (“Note”) issued by Xxxxxx Xxxxxxx Enterprises, Inc. (“GFME”) on March 7, 2008 in the original principal amount of $_________, hereby consents to a waiver of Section 4.01(a) of the Note and Section 4(g) of the Securities Purchase Agreement* in connection with GFME’s execution of the proposed Agreement between Xxxxxx Xxxxxxx Ventures, LLC and GFME on one hand, and Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Productions, Inc. on the other hand, in substantially the form presented to the Undersigned on May 6, 2010 by Xxxxxxx Xxxxxxxx. The Undersigned acknowledges receipt of the May 6, 2010 letter from Xxxxxxx Xxxxxxxx, together with all attachments or enclosures referenced in the correspondence. By: Its: Dated: May ________, 2010 * Refers to the Securities Purchase Agreement dated as of March 7, 2008 entered into between Xxxxxx Xxxxxxx Enterprises, Inc. and the Undersigned in connection with the issuance of the Note. RELEASE THIS RELEASE (the “Release”) is made as of this 28th day of May, 2010 (the “Release”) by and between Xxxxxx Xxxxxxx III, on the one hand, (the “Releasor”) and Xxxxxx Xxxxxxx Ventures LLC (“GFV”) and Xxxxxx Xxxxxxx Enterprises, Inc. (“GFE”), on the other hand (collectively, the “Released Parties”).
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Consent of Noteholder. The Undersigned, being the holder of an 8% Convertible Promissory Note (“Note”) issued by Xxxxxx Xxxxxxx Enterprises, Inc. (“GFME”) on March 7, 2008 in the original principal amount of $__________, hereby consents to a waiver of Section 4.01(a) of the Note and Section 4(g) of the Securities Purchase Agreement* in connection with GFME’s execution of the proposed Agreement between Xxxxxx Xxxxxxx Ventures, LLC and GFME on one hand, and Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Productions, Inc. on the other hand, in substantially the form presented to the Undersigned on May 6, 2010 by Xxxxxxx Xxxxxxxx. The Undersigned acknowledges receipt of the May 6, 2010 letter from Xxxxxxx Xxxxxxxx, together with all attachments or enclosures referenced in the correspondence. By:
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Related to Consent of Noteholder

  • Action by or Consent of Noteholders and Certificateholder Whenever any provision of this Agreement refers to action to be taken, or consented to, by the Noteholders or the Certificateholder, such provision shall be deemed to refer to the Noteholders or the Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or the Certificateholder. Solely for the purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder, any Note or the Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or the Certificate which the Owner Trustee or a Responsible Officer of the Trustee or the Trust Collateral Agent, respectively, has actual knowledge is so owned shall be so disregarded.

  • Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

  • Supplemental Indenture With Consent of Noteholders With the consent (evidenced as provided in Article 8) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without the consent of the Holder of each Note so affected:

  • With Consent of Holders of Notes Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest or Additional Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. Upon the request of the Company, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, 9.06, 12.04 and 12.05 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or Guarantors with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

  • Without Consent of Holders of Notes Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

  • Supplemental Agreements with Consent of Certificateholders With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Certificates of such series (including consents obtained in connection with a tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating not less than a majority in interest in such Trust, by Direction of said Certificateholders delivered to the Company and the Trustee, the Company may (with the consent of the Owner Trustees, if any, relating to such Certificates, which consent shall not be unreasonably withheld), but shall not be obligated to, and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such Certificateholders under this Agreement, any Intercreditor Agreement or any Liquidity Facility; provided, however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby:

  • Supplemental Indentures with Consent of Noteholders The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

  • Amendments Without Consent of Certificateholders or Noteholders This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of the Rating Agencies from the Depositor), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Noteholders or Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of Noteholders or Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of the Noteholders or Certificateholders), (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, and (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or Unaffiliated Certificateholders.

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