Consent to Acquisition Sample Clauses

Consent to Acquisition. Each of the undersigned Noteholders hereby waives the restrictions set forth in Section 3(g)(viii), of each of the BM Notes to permit, and hereby consents for all other purposes under the BM Note to, the entry into and the consummation of the transactions contemplated by the Purchase Agreement, including, without limitation, the Blocker Purchase and the Merger. For the avoidance of doubt, this letter shall constitute a waiver and consent with respect to such transactions contemplated by the Purchase Agreement for the purposes of Section 3(e) of each of the BM Notes.

Consent to Acquisition. (a) Notwithstanding the restrictions set forth in Sections 7.6 and 7.9 of the Loan Agreement, Agent and Lender hereby consent to the consummation of the Ampersand Acquisition subject to the terms of this Amendment and compliance by Borrower with the conditions and requirements set forth on Schedule I attached hereto. (b) The consent provided in this Section 2 shall be limited precisely as written and shall not be deemed to (i) be a waiver or modification of any other term or condition of any Loan Document, or (ii) prejudice any right or remedy which Agent or Lender may now have or may have in the future under or in connection with any Loan Document.

Consent to Acquisition. Notwithstanding any provision of Section 10.11 of the Credit Agreement to the contrary, the Required Banks hereby agree that the Company may acquire 520,100 shares of the capital stock of ERMFI (which represent all shares of such stock not currently owned by the Company) so long as (i) all of the consideration for such acquisition is stock of the Company, (ii) at the time of such acquisition, ERMFI does not have more than $10,500,000 in Debt, (iii) neither the Company nor any other Subsidiary shall guarantee or otherwise have any liability with respect to any Debt or other obligations of ERMFI, and (iv) concurrently with such acquisition, Dona▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇ Solid Waste Ventures shall exchange all Debt owing to them by ERMFI for common stock of the Company.

Consent to Acquisition. The consummation of the Datahug Acquisition would violate certain of the terms and provisions of the Loan Documents, including, without limitation, Sections 6.3(a) and 6.9 of the Credit Agreement. Borrower has requested that the Lender Group consent to the Datahug Acquisition, and the Lender Group as of the effective date of this Amendment consents to such Datahug Acquisition so long as at the time of the consummation of the Datahug Acquisition, and giving effect thereto: (i) no Default or Event of Default exists and (ii) Borrower has Availability plus Qualified Cash in an amount equal to or greater than $15,000,000. The foregoing consent shall be effective only in this specific instance and for the specific purpose for which it is given, and this consent shall not entitle Borrower to any other consent or waiver in any similar or other circumstances. The foregoing consent shall be limited precisely as written and shall not be deemed to (a) be a waiver or modification of any other term or condition of the Credit Agreement or any documents related thereto, or (b) prejudice any right or remedy which the Lender Group may now have or may have in the future under or in connection with the Credit Agreement or any documents related thereto.

Consent to Acquisition. The Borrower requests the approval of, and the Agent and the Banks by executing this Seventeenth Amendment do hereby consent to, the acquisition by the Borrower or other Loan Party, of the issued and outstanding capital stock of Pro Active Therapy, Inc., for Consideration, not to exceed $45 million (the "Pro Therapy Acquisition"), and for the sole purpose of permitting the Pro Therapy Acquisition do hereby waive the dollar limitation for an individual Permitted Acquisition set forth in Section 8.02 (d)(ii)(g) [Liquidations, Mergers, Consolidations, Acquisitions] of the Credit Agreement. The Borrower acknowledges and agrees

Consent to Acquisition. Wyeth-Ayerst hereby consents to the Merger and, to the extent that the Merger constitutes an "Acquisition" for purposes of, and as such term is defined in, Section 2.3.3(c) of the License Agreement, WyethAyerst hereby waives its right to terminate the R & D Program (as such term is defined in the License Agreement) solely by virtue of the Merger and Millennium hereby guarantees the performance by the Company of its obligations under the R & D Program pursuant to the terms of the License Agreement.

Consent to Acquisition. Borrower has requested that Bank consent to Borrower purchasing certain surgical cryoablation assets (the “Cryocath Assets”) from Cryocath Technologies, Inc. (“Seller”) for an initial cash price not exceeding $22,000,000 (but which price could over time increase to $30,000,000 if all of the milestones and earnouts that are part of the purchase contract are met), as such purchase is described in the “6/16/07” draft of the Asset Purchase Agreement that Borrower provided to Bank’s counsel on June 18, 2007 (without exhibits or schedules) (the “Draft APA”), and in the draft Manufacturing Agreement between Seller and Borrower, the draft Form of License Agreement among Seller, Borrower and ATS Acquisition Corp. and the draft Termination Agreement between Seller and Borrower, which drafts Borrower provided to Bank’s counsel on June 18, 2007 (without exhibits or schedules) (collectively, with the APA, the “Acquisition Agreements”). In connection with the Borrower’s request for Bank’s consent, the Borrower represents, warrants and agrees as follows: no Default or Event of Default shall occur as a result of the Borrower’s purchase of the Cryocath Assets and the Cryocath Assets shall be purchased free and clear of all Liens. Notwithstanding anything to the contrary contained in the Loan Documents, Bank hereby consents to Borrower’s purchase of the Cryocath Assets as described in the Acquisition Agreements (the “Cryocath Purchase”), for the price described above, on or before August 31, 2007, conditioned upon the following: (a) no Default or Event of Default has occurred and is continuing at the time of, or would occur as a result of, Borrower’s purchase of the Cryocath Assets, (b) the Cryocath Assets shall be purchased free and clear of all Liens and Borrower shall have provided Bank with copies of Lien searches (and releases to be filed, if applicable) confirming that such is the case, and (c) after the date hereof and prior to Borrower’s purchase of the Cryocath Assets, Borrower shall have received net proceeds of at least $15,000,000 from a new PIPE. This consent does not constitute a consent to any other transaction or event, whether or not similar or related to the Cryocath Purchase, including, without limitation, any other transaction or event that may be described in any exhibit, schedule or other document referenced in the Acquisition Agreements. In addition, for purposes of clarity and not for purposes of broadening by implication what Bank is consenting to, ...

Consent to Acquisition. In accordance with the terms and provisions of the Loan Agreement; Bank hereby consents to the purchase ("Acquisition") by Borrower of substantially all of the Property of Northwestern used in or relating to Northwestern's welded wire mesh manufacturing business located in Hickman, Kentucky, pursuant to the terms and conditions of that certain Asset Purchase Agreement, dated April 6, 1999 ("Purchase Agreement"), it being understood and agreed that such consent is in all respects subject to, and conditioned upon, the satisfaction of each of the following terms and conditions: (a) The Acquisition shall occur no later than May 1, 1999; (b) Immediately before and after giving effect to such Acquisition, no Default or Event of Default (excluding any Default or Event of Default occurring solely out of the transactions contemplated by the Acquisition) shall have occurred and be continuing; (c) Bank shall have received a copy of the final draft of the Purchase Agreement, and all exhibits and schedules thereto, which shall be in form and substance satisfactory to Bank and its counsel, and within five (5) Business Days following the consummation of the Acquisition, Bank shall have received the Purchase Agreement, duly executed by Borrower and Northwestern, and all exhibits and schedules thereto; (d) Bank shall have received copies of the corporate resolutions adopted by the boards of directors and shareholders of Northwestern and Borrower, in each case if resolutions of shareholders are required by applicable law, as to their respective corporate authority to enter into the Purchase Agreement and to consummate the transactions contemplated thereby, all in form and substance satisfactory to Bank and its counsel; (e) Bank shall have received copies of all bills of sales, deeds, assignments and other transfer and assumption documents as Bank and its counsel may request, relating to the Acquisition and the ownership of the assets and Property to be purchased by Borrower from Northwestern; (f) Bank shall have received such other documents, instruments and agreements as it or its counsel may reasonable request in connection with the foregoing matters.

Consent to Acquisition. The Landlord hereby acknowledges and agrees that LTC may acquire all of the outstanding capital stock of the Tenant and such Acquisition does not constitute a breach of, or default under, or modify the terms of, the Lease and, to the extent the Lease contains any provision to the contrary, such provisions are hereby waived with respect to the Acquisition