Common use of Consent Solicitation Clause in Contracts

Consent Solicitation. Grey shall commence, as promptly as practicable on or after the date of this Agreement, a solicitation of consents of the Holders of the Debentures to approve the adoption of the Second Supplemental Indenture (the "CONSENT SOLICITATION"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 (the "EXPIRATION TIME"); provided, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if as of such Expiration Time, the conditions set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and in the case of such extension of the Consent Solicitation, the "EXPIRATION TIME" shall thereafter be the time at which the Consent Solicitation will expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that if consents to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "CONSENT FEE" shall be equal to $20.00.

Consent Solicitation. Grey shall commence, as promptly As soon as practicable on or after following the date of this Agreementhereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of the Holders of the Debentures to approve the adoption of the Second Supplemental Indenture all outstanding Notes (the "CONSENT SOLICITATIONConsent Solicitation"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 ) to certain amendments (the "EXPIRATION TIMEAmendments"); provided) to that certain Indenture, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if dated as of such Expiration TimeMay 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 set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and in the case of such extension of the Consent Solicitation, and the "EXPIRATION TIME" 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 thereafter be cooperate in the time at which making and completion of the Consent Solicitation will expire after giving effect 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 extension. The Consent Solicitation shall provide that, subject tolists 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 promptly after request the later ofTrustee to execute, an amendment to the execution and delivery Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 requisite principal amount of Debentures in respect of which the Notes have consented (and not theretofore revoked such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawnsuch amendments). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that if consents the Purchasers shall (A) deliver to the adoption 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 the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawncounsel) in respect of fewer than 75% of connection with or relating to the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "CONSENT FEE" shall be equal to $20.00Consent Solicitation.

Consent Solicitation. Grey shall commence, as promptly As soon as practicable on or after following the date of this Agreement-------------------- hereof, but in no event later than October 30, 1996, the Purchasers shall commence a solicitation of consents from the holders of the Holders of the Debentures to approve the adoption of the Second Supplemental Indenture all outstanding Notes (the "CONSENT SOLICITATIONConsent Solicitation"). The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 ) to certain amendments (the "EXPIRATION TIMEAmendments"); provided) to that certain Indenture, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if dated as of such Expiration TimeMay 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 set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and in the case of such extension of the Consent Solicitation, and the "EXPIRATION TIME" 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 thereafter be cooperate in the time at which making and completion of the Consent Solicitation will expire after giving effect 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 extension. The Consent Solicitation shall provide that, subject tolists 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 promptly after request the later ofTrustee to execute, an amendment to the execution and delivery Indenture reflecting the Amendments, all as soon as the Company is advised by the Purchasers that the holders of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 requisite principal amount of Debentures in respect of which the Notes have consented (and not theretofore revoked such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawnsuch amendments). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that if consents -------- ------- the Purchasers shall (A) deliver to the adoption 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 the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawncounsel) in respect of fewer than 75% of connection with or relating to the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "CONSENT FEE" shall be equal to $20.00Consent Solicitation.

Consent Solicitation. Grey (a) As promptly as practicable after the execution of this Agreement, the Company, in its capacity as general partner of Captec Franchise Capital Partners L.P. III and Captec Franchise Capital Partners L.P. XX (xxgether, the "Syndicated Partnerships"), shall commence, prepare and file with the SEC a Consent Solicitation (the "Consent Solicitation") for the purpose of transferring the general partnership interests held by the Company in the Syndicated Partnerships to the JV Purchasers (the "GP Transfers"). The Company will respond to any comments of the SEC and will use its reasonable efforts to have the Consent Solicitation cleared by the SEC as promptly as practicable on or after such filing and the Company will cause the Consent Solicitation to be mailed to the Syndicated Partnerships' limited partners at the earliest practicable time after the date Consent Solicitation is cleared by the SEC. The Company will notify the Buyer promptly upon the receipt of this Agreementany comments from the SEC or any other Governmental Entity and of any request by the SEC or any other Governmental Entity for amendments or supplements to the Consent Solicitation or any filing pursuant to Section 6.16(a) or for additional information and will supply the Buyer with copies of all correspondence between the Company or any of its representatives, a solicitation of consents of on the Holders of one hand, and the Debentures SEC or any other Governmental Entity, on the other hand, with respect to approve the adoption of the Second Supplemental Indenture (the "CONSENT SOLICITATION"Consent Solicitation or any filing pursuant to Section 6.16(a). The Company will cause all documents that it is responsible for filing with the SEC or other Governmental Entity under this Section 6.16 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to Consent Solicitation or any filing pursuant to Section 6.16(b), the Company will promptly inform the Buyer. (b) The Company shall make all necessary filings with respect to the Consent Solicitation under the Exchange Act and the rules and regulations thereunder. (c) To the fullest extent permitted by the Company's fiduciary duties as the general partner of each of the Syndicated Partnerships, (i) the Company, as general partner of the Syndicated Partnerships, shall recommend that the limited partners consent to and approve the GP Transfers; (ii) the Consent Solicitation shall remain open until 5:00 p.m.include a statement to the effect that the Company, New York City time on March 4as general partner of the Syndicated Partnerships, 2005 (has recommended that limited partners consent to and approve the "EXPIRATION TIME"); provided, that, at the discretion of WPP and Grey, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if as of such Expiration Time, the conditions set forth in Section 3 shall not then be satisfied (or capable of being satisfied) or waivedGP Transfers; and in (iii) the case of such extension of the Consent Solicitation, the "EXPIRATION TIME" shall thereafter be the time at which the Consent Solicitation will expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that if consents to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determinesCompany, in its sole discretioncapacity as general partner of the Syndicated Partnerships, shall not withdraw, amend or modify, or propose or resolve to withdraw, amend or modify its recommendation that the condition set forth in Section 3(a) limited partners consent to and approve GP Transfers. The Company shall be satisfied by receipt pay the Buyer a fee of properly granted consents (that are $250,000 if the Company shall not revoked so recommend or withdrawn) in respect of a lower percentage (determined by WPPif the Consent Solicitations shall not include the recommendation or if the Company shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify its recommendation, in its sole discretion) each case, as a result of the outstanding principal amount Company's determination that taking any of such actions is not permitted by the Company's fiduciary duties as the general partner of the Debentures, the "CONSENT FEE" shall be equal to $20.00relevant Syndicated Partnership.

Consent Solicitation. Grey shall commence, as promptly as practicable on or Promptly after the date execution of this Agreement, WHLP shall prepare and file with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), a Schedule 14A relating to the solicitation of consents by the General Partner of the Holders consent of the Debentures to approve Limited Partners required under the adoption WHLP Partnership Agreement in connection with obtaining the Limited Partners Approval (the “Consent Solicitation”). WHLP shall provide Purchaser with a draft of the Second Supplemental Indenture definitive consent solicitation statement on Schedule 14A at least two (2) Business Days prior to the "CONSENT SOLICITATION")filing of the definitive consent solicitation statement with the SEC. The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 (WHLP will cause all filings made with the "EXPIRATION TIME"); provided, that, at the discretion of WPP and Grey, SEC in connection with the Consent Solicitation may be extended beyond to comply as to form in all material respects with the then applicable Expiration Time, if as provisions of such Expiration Time, the conditions set forth in Section 3 Exchange Act. WHLP shall not then be satisfied (promptly notify Purchaser of the receipt of comments from the SEC and of any request of the SEC for any amendment or capable supplement to the consent solicitation statement on Schedule 14A or for additional information and will supply Purchaser with copies of being satisfied) all material correspondence between WHLP or waived; any of its representatives and in the case SEC with respect to the Consent Solicitation. Following the satisfaction of such extension of all SEC requirements with respect to the Consent Solicitation, the "EXPIRATION TIME" General Partner shall thereafter cause the definitive Consent Solicitation to be mailed to the time Limited Partners promptly and shall otherwise use commercially reasonable efforts to obtain the Seller Approval at which no material cost to Seller. The General Partner shall recommend to the Limited Partners approval of this Agreement and the transactions contemplated by this Agreement and include such recommendation in the Consent Solicitation will expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after (the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation of the Merger and the occurrence of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption of the Second Supplemental Indenture (which consent is not revoked or withdrawn“GP Recommendation”). As soon as practicable after, but subject to, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that the GP Recommendation may be withdrawn, modified or amended, upon compliance with the provisions of Section 8.11(c), if consents the General Partner determines in good faith that such action is required for the General Partner to comply with its duties to the adoption of Limited Partners imposed by the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked WHLP Partnership Agreement or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the Debentures, the "CONSENT FEE" shall be equal to $20.00Applicable Law.

Consent Solicitation. Grey shall commence, as promptly As soon as practicable on or after the date of this AgreementRegistration Statement is declared effective, in order to consummate the Merger, the Company shall commence a solicitation of consents (the "Consents") from the holders of all outstanding shares of the Holders capital stock of the Debentures Company (the "Consent Solicitation") to approve the adoption Merger and the consummation of the Second Supplemental Indenture (the "CONSENT SOLICITATION")transactions contemplated hereby. The Consent Solicitation shall remain open until 5:00 p.m., New York City time on March 4, 2005 be included in the Proxy Statement/Prospectus/Consent Solicitation (as hereinafter defined). The effectiveness of such approval will be conditioned upon obtaining valid affirmative consents from holders of not less than a majority of the "EXPIRATION TIME"); provided, that, at outstanding shares of the discretion Company Common Stock and the Company Preferred Stock. Subject to the fiduciary duties of WPP and Greythe Company's board of directors under applicable law, the Consent Solicitation may be extended beyond the then applicable Expiration Time, if as of such Expiration Time, the conditions set forth Company shall include in Section 3 shall not then be satisfied (or capable of being satisfied) or waived; and in the case of such extension of the Consent Solicitation, the "EXPIRATION TIME" shall thereafter be recommendation of its board of directors that the time at which the Consent Solicitation will expire after giving effect to such extension. The Consent Solicitation shall provide that, subject to, and promptly after the later of, the execution and delivery of the Second Supplemental Indenture by the parties thereto, the consummation shareholders vote in favor of the Merger and the occurrence related transactions. Except as may be required by the Company's Board of Directors acting in compliance with their fiduciary duties, the Company shall use its commercially reasonable efforts in the making of the Expiration Time, Abbey, as successor by merger to Grey, will pay to each Holder of Debentures Consent Solicitation and in causing the Consent Fee for each $1,000.00 principal amount of Debentures in respect of which such Holder properly grants prior to the Expiration Time a consent to the adoption approval of the Second Supplemental Indenture (which consent is not revoked or withdrawn). As Merger and the related transactions to become effective as soon as practicable afterafter the Registration Statement is declared effective. The Company shall deliver to Parent, promptly after receipt, but subject toin no case, more than two (2) business days after receipt, notice of receipt of all consents received pursuant to the Consent Solicitation and filing of such consents with the Secretary of the Company. The Company shall promptly file with the Secretary of the Company after receipt, but in no case, more than one (1) business day after receipt, all consents received pursuant to the Consent Solicitation. The Company shall ensure that the Consent Solicitation shall comply as to form in all material respects with the provisions of the Securities Act, the satisfaction or waiver of the conditions set forth in Section 3, WPP and Grey shall execute and deliver to the Trustee the Second Supplemental Indenture. The "CONSENT FEE" shall be equal to $23.33; provided, however, that if consents to the adoption of the Second Supplemental Indenture are properly granted prior to Expiration Time (and not revoked or withdrawn) in respect of fewer than 75% of the then outstanding principal amount of the Debentures, but WPP determines, in its sole discretion, that the condition set forth in Section 3(a) shall be satisfied by receipt of properly granted consents (that are not revoked or withdrawn) in respect of a lower percentage (determined by WPP, in its sole discretion) of the outstanding principal amount of the DebenturesExchange Act, the "CONSENT FEE" shall be equal to $20.00CGCL and any other applicable laws.