Consent Solicitation Clause Samples

Consent Solicitation. As soon as practicable following the date -------------------- hereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of all outstanding Notes (the "Consent Solicitation") to certain amendments (the "Amendments") to that certain Indenture, dated as of May 24, 1994 among Petro PSC Properties, L.P. (as predecessor to the Company), Petro Financial Corporation and First Trust National Association, as Trustee. The effectiveness of the Amendments will be conditioned upon obtaining valid consents from holders of not less than 75% in aggregate principal amount of the Notes outstanding. The other terms and conditions of the Consent Solicitation, and the terms of the Amendments, will be substantially, as set forth in the draft form of Consent Solicitation, dated October 18, 1996, previously provided to the Company and the Fremont Partners. The Purchasers and the Company shall cooperate in the making and completion of the Consent Solicitation and in causing the Amendments to become effective prior to the Closing. If requested by the Purchasers, the Company shall (i) provide the Purchasers with such lists of the registered holders of the Notes as the Purchasers may request; (ii) fix a record date for the purpose of determining the holders of Notes entitled to consent to the Amendments; (iii) execute, and request the Trustee to execute, an amendment to the Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the requisite principal amount of the Notes have consented (and not theretofore revoked such consent to such amendments); provided, however, that -------- ------- the Purchasers shall (A) deliver to the Company, promptly after receipt but in no case, more than 3 Business Days after receipt, all consents received pursuant to the Consent Solicitation and (B) deliver to the Trustee any required legal opinions. The Purchasers shall ensure that the Consent Solicitation is conducted in accordance with all applicable laws and the Indenture and that all consents acquired pursuant to the Consent Solicitation effect the Amendments in accordance with all applicable laws and the Indenture. Subject to Sections 1.3(b)(i) and 13.1 hereof, the Purchasers shall be responsible for all Consent Solicitation Expenses and all other expenses they incur (including, but not limited to, the fees and disbursements of counsel) in connection with or relating to th...

Consent Solicitation. The Exchange Offer Documents shall provide that (A) holders of Senior Preferred Stock who validly tender in the Exchange Offer shall also execute a written consent to an amendment to the Company’s Certificate of Incorporation in the form attached hereto as Exhibit T (the “Proposed Amendments”) and (B) the Proposed Amendments with respect to each series of Senior Preferred Stock shall become effective upon the filing with the Secretary of State of the State of Delaware of a certificate of amendment of the Company’s Certificate of Incorporation which shall be filed promptly following (i) acceptance by the Company for exchange of shares of Senior Preferred Stock tendered pursuant to the Exchange Offer that represent a majority of the shares of such series of Senior Preferred Stock outstanding on the Commencement Date and (ii) receipt by the Company of the approval by the requisite vote of holders of Common Stock of the Proposed Amendments.

Consent Solicitation. In connection with the Exchange Offer, the Company will seek consents from Participating Holders to: • amend the Existing Notes Indenture (the “Consent Solicitation”) to: • waive the applicable change of control provisions; • permit the entry into, and incurrence of draws pursuant to, the New Senior Loan Facility on the Funding Date and the issuance of the New Second Lien Notes (including any additional New Second Lien Notes issued in lieu of cash interest payments) by amending the Incurrence of Indebtedness and Issuance of Preferred Stock and Liens covenants; • amend the definition of “Permitted Holders” for purposes of the Change of Control covenant to include the Supporting Holders and their related parties; and • amend the Payments for Consents and Transactions with Affiliates covenants in connection with the transactions contemplated by this Term Sheet; • amend the security documents relating to the Existing Notes to give effect to the Term Sheet, including to consent to full subordination of the liens securing the Existing Notes to the New Senior Loan Facility and the New Second Lien Notes; and • amend and restate the existing intercreditor agreement to account for the entry into the New Senior Loan Facility on the Funding Date, the New Second Lien Notes and the related liens and the relative lien priorities of the Revolving Credit Facility, the New Senior Loan Facility, the New Second Lien Notes and the Existing Notes as contemplated by Schedule 1. In order to tender Existing Notes for exchange in the Exchange Offer, Participating Holders shall be required to deliver consents in the Consent Solicitation. Supporting Holders’ participation in the Exchange Offer and Consent Solicitation will occur at the launch of the deal and Supporting Holders shall, subject to the terms of the RSA, waive withdrawal rights with respect to tendered Existing Notes and the related Consents, with the effect that, the Company and the trustee for the Existing Notes Indenture shall be able to enter into a supplemental indenture to permit the entry into the New Senior Loan Facility and related matters on the Funding Date.

Consent Solicitation. All information furnished on or in any document mailed, delivered or otherwise furnished or to the be mailed, delivered or otherwise furnished to shareholders by the Company in connection with the solicitation of their consent to this Agreement and the Merger and the other matters contemplated by Section 6.6 hereof, did not and will not, as the case may be, contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which made, not misleading.

Consent Solicitation. Section 5.15(d) of the Merger Agreement shall be amended to read in its entirety as follows:

Consent Solicitation. Pursuant to the Consent Solicitation, Company shall have obtained all such consents and amendments with respect to the Existing Subordinated Note Indenture as may be required to permit the consummation of the Recapitalization, the related financings (including the incurrence of the Obligations hereunder) and the other transactions contemplated by the Loan Documents.

Consent Solicitation. The Company shall have obtained all necessary consents contemplated for the Consent Solicitation or the Backstop Debt Financing shall have been provided pursuant to the Backstop Debt Financing Commitment (as amended to the extent permitted by Section 6.03(b)) on terms consistent with the terms thereof; and

Consent Solicitation. At Purchaser's request, Seller shall cause IPC to commence a solicitation of consents from the holders of IPC's 11 1/2 % bonds due 2010 to effect amendments to the indenture pursuant to which such bonds were issued. Such amendments will be designated by Purchaser with Seller's consent, which consent will not be unreasonably withheld or delayed. Such solicitation shall expire on the Closing Date, and any amendments for which approval is obtained shall be effective only if the Closing occurs. Any out-of-pocket expenses reasonably incurred by IPC in connection with such consent solicitation, including any consent payments to bondholders that are approved by Purchaser, shall be reimbursed by Purchaser promptly after receiving invoices therefor from IPC. The successful completion of the consent solicitation is not a condition to the Closing.

Consent Solicitation. Banro shall take all actions necessary (including, as appropriate solicit and obtain the consent of the holders of notes issued pursuant to the Note Indenture and the trustee and other parties to the collateral trust agreement and security agreements related to the Note Indenture) to, and shall within 60 days of the date hereof, amend the Note Indenture and the collateral trust agreement and security agreements related thereto to characterize the PSA Obligations as a Priority Lien in accordance with the Note Indenture and as otherwise reasonably requested by the Purchaser.