Consent of Noteholders. (a) As soon as practicable following the date of this Agreement, Company shall use commercially reasonable efforts to (i) prepare and commence a consent solicitation (the “Consent Solicitation”), with respect to all holders of Company’s outstanding 8% Senior Subordinated Notes due 2011 (the “8% Notes”), and (ii) amend the Indenture (the “Indenture”), dated as of May 15, 2003, among Company, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), in order that the consummation of the Merger and the other transactions contemplated by this Agreement shall not require a “change of control” offer to be made to the holders of the 8% Notes (the “Merger Amendment”).
(b) As part of the Consent Solicitation, Company shall also use commercially reasonable efforts to (i) amend the Indenture to (A) eliminate substantially all the restrictive covenants contained therein (as reasonably agreed to by Acquiror and Company and in a manner consistent with the provisions set forth in Section 6.21 of the Company Disclosure Schedule), and (B) cause the release of all Guarantors named therein in accordance with the provisions of Section 10.4 thereof (the “Covenant Amendments” and, together with the Merger Amendment, the “Amendments”), and (ii) amend the certain Registration Rights Agreement, dated as of May 15, 2003 (the “Registration Rights Agreement”), by and among Company, the Guarantors party thereto, and Credit Suisse First Boston LLC, Xxxxxxx, Xxxxx & Co. and Wachovia Securities, Inc., as initial purchasers of the 8% Notes, to (x) eliminate the provisions thereof that could require Company to pay “liquidated damages” for any “registration default,” and (y) provide that such Registration Rights Agreement shall be terminated upon the effectiveness of the Exchange and Guarantee Offer as set forth in Section 6.21 hereof (the “Registration Amendments”).
(c) Promptly upon receipt of the consent of holders of a majority in aggregate principal amount of then outstanding 8% Notes (the “Requisite Consent”) with respect to the Consent Solicitation, (i) Company shall, and shall use its commercially reasonable efforts to cause the Trustee to, execute a supplemental indenture incorporating the Amendments, and (ii) Company shall, and shall use its commercially reasonable efforts to cause the other parties thereto to, execute an amendment to the Registration Rights Agreement incorporating the Registration Amendments. The Merger Amendment shall be ...
Consent of Noteholders. The Company and each Noteholder shall have executed and delivered a counterpart of this Agreement.
Consent of Noteholders. Each Shareholder who is also a holder of a Secured Promissory Note issued by the Company on June 18, 2009 hereby consents to (a) the exchange of all or any part of the outstanding Series A Shares (whether held by the Shareholder or any other person), upon the terms and conditions set forth in this Agreement, (b) the redemption of all or any part of the outstanding Series A Shares by payment in full in cash to any person or entity owning Series A Shares who is not a party to this Agreement of an amount up to the Stated Value and all accrued Dividends on such person’s Series A Shares through the date of payment; provided that such redemption is made by the Company within thirty days after the Exchange Date and (c) the Company’s noncompliance with the financial covenants set forth in the Preferred Stock Purchase Agreement for the quarter ended September 30, 2009.
Consent of Noteholders. The undersigned Noteholders hereby consent to the amendment to the terms "Borrowing Base", "Eligible Accounts," and "Eligible Livestock" contemplated by this Second Amended and Restated Revolving Credit Agreement for purposes of permitting such amendment and restatement in light of the restriction on amendments thereto contained in Section 5.3 of the Intercreditor Agreement.
Consent of Noteholders. Each Noteholder, severally and not jointly with the other Noteholders, hereby consents to (i) the Certificate of Designation and the rights, preferences and privileges of the Series B Preferred Stock which are effected thereby and (ii) the execution and filing of the Certificate of Designation by or on behalf of the Company with the Secretary of State of the State of Delaware.
Consent of Noteholders. The lead in clause to Section 8.02(b) is amended and restated as follows:
Consent of Noteholders. Promptly after its execution of this Agreement, Borrower shall diligently pursue and make best efforts to obtain the consent of the Noteholders, pursuant to the Note Purchase Documents, to Borrower's obtaining a credit facility from Lenders in an aggregate amount of at least $65,000,000 under which Borrower may obtain loans, letters of credit and other extensions of credit from Lenders from time to time, all of which extensions of credit will be secured by security interests in and liens on all of the Collateral.
Consent of Noteholders. It shall not be necessary for the consent of Noteholders under this Article X to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.
Consent of Noteholders. CHF shall have received evidence satisfactory to CHF that, (i) the noteholders under the Indenture for the 12 3/4% Senior Notes due 2002 (the "Indenture") have consented to the Transactions to the extent that such consent is required by the Indenture, or (ii) such consent is not required.
Consent of Noteholders. Seller and Purchaser shall each use all commercially reasonable efforts to cause the holders of the Notes to consent to the Transactions. Purchaser agrees to reimburse Seller by way of a credit at closing for its reasonable out-of-pocket costs incurred at the request of Purchaser in obtaining the consent of the holders of the Notes to the Transactions or in aiding Purchaser or its agent in reacquiring the Notes.
