Consent to Certain Actions. (a) Subject to the provisions of Section 4.1(b), without the prior written approval of MTIC, the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to:
(i) amend, modify or repeal (whether by merger, consolidation or otherwise) any provision of the Memorandum and Articles or equivalent organizational documents of the Company in a manner that adversely affects Mubadala Entities beneficially owning Company shares;
(ii) issue additional equity interests of the Company or any of its Subsidiaries, other than (A) any award under any shareholder-approved equity compensation plan, or (B) any intra-company issuance among the Company and its wholly-owned Subsidiaries;
(iii) merge, consolidate with or into any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, to another entity, or enter into or agree to undertake any transaction that would constitute a “change of control” as defined in the Company’s and its Subsidiaries’ principal credit facilities or debt instruments (other than, in each case, transactions among the Company and its wholly-owned Subsidiaries);
(iv) other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any (A) acquisition by the Company or any Subsidiary of the equity interests or assets of any Person, or the acquisition by the Company or any Subsidiary of any business, properties, assets, or Persons, in one transaction or a series of related transactions or (B) disposition of assets of the Company or any Subsidiary or the shares or other equity interests of any Subsidiary, in each case where the amount of consideration for any such acquisition or disposition exceeds $300 million in any single transaction, or an aggregate amount of $500 million in any series of transactions during a calendar year;
(v) undertake any liquidation, dissolution or winding up of the Company;
(vi) incur financial indebtedness, in a single transaction or a series of related transactions, aggregating to more than $200 million, except for borrowings under a revolving credit facility that has previously been approved or is in existence (with no increase in maximum availability) on the date of closing of the Company’s IPO;
(vii) hire or terminate the Chief Executive Officer, the Chief Financial Officer or the Chief Legal Officer of the Company or designate any replacement thereto;
(v...
Consent to Certain Actions. If either the Company or the Offeror (the “Requesting Party”) shall be required to obtain the prior written consent of the other (the “Consenting Party”) to any action restricted pursuant to the provisions of Section 5.1 or 5.2, as the case may be, the Requesting Party shall provide a written request to the Consenting Party for the taking of such action and, if the Consenting Party has not responded in writing to the Requesting Party within three business days of the receipt by the Consenting Party of such request, the Consenting Party shall be deemed for the purposes of this Agreement to have consented to the taking of such action.
Consent to Certain Actions. The Lessor shall transfer the Facility in accordance with Article 15 of the Lease and each of the Lessor and, if applicable, the Administrative Agent and/or the Collateral Agent shall execute such documents and instruments necessary to effect such transfer. Upon satisfaction in full of the Lessee's obligations under the Operative Documents, the Administrative Agent shall release the Mortgage and Collateral, and, together with the Lessor, execute such instruments and agreements as are necessary to effectuate such release. The Lessor and the Administrative Agent shall enter into nondisturbance agreements.
Consent to Certain Actions. (a) The Guarantor hereby acknowledges and agrees that the following actions may be undertaken from time to time without notice to the Guarantor and such actions shall not release, impair, or otherwise affect this Guaranty:
(i) any other Transaction Document may be amended in accordance with its terms to amend or modify any terms therein; and
(ii) the Collateral Agent may grant any waiver or consent in respect of any Cash Grant Obligation.
(b) The Guarantor hereby acknowledges and agrees that the following actions may be undertaken from time to time with Guarantor's prior written consent, and upon such consent such actions shall not release, impair, or otherwise affect this Guaranty: (i) the NRG Cash Grant Recapture Indemnity Agreement may be amended in accordance with its terms to amend, modify, increase or decrease the Cash Grant Obligations or to change the time of payment of the Cash Grant Obligations, the terms thereof, or of any payment thereof, or to amend or modify any other terms of the NRG Cash Grant Recapture Indemnity Agreement and (ii) the Beneficiaries and the NRG Member may compromise or settle any unpaid Cash Grant Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under the NRG Cash Grant Recapture Indemnity Agreement.
Consent to Certain Actions. Pursuant to Section 6.01 of the Merger Agreement, Parent hereby agrees that the payment of certain additional fees to Oak Hill Capital Management, Inc. and Olympus Growth Fund III, L.P. as Company Closing Costs and the forgiveness of certain indebtedness of management stockholders in connection with the Merger as described in the Unanimous Written Consent of the Board of Directors of the Company dated as of January 30, 2007, a counterpart of which is attached hereto as Annex B will not constitute a breach of any representation or covenant of the Company under the Merger Agreement.
Consent to Certain Actions. (a) Each of the Stockholders hereby irrevocably agrees that such Stockholders will not vote or permit to be voted any Securities having voting right that are owned by such Stockholder or over which such Stockholder has voting control, and shall use such Stockholder's best efforts to cause such Stockholder's designees as directors not to vote, in favor of any action referred to in Schedule 4 that has not been approved by the Majority Heritage Holders, provided, that approval (by written consent or by affirmative vote at a meeting of the Board of Directors) by one director of Holding who was designated as such by the Majority Heritage I Holders pursuant to any of Sections 3.1(a), (b) or (c) above, as the case may be, or by one director of Holding who was designated as such by the Majority Heritage II Holders pursuant to any of such subsections, shall constitute due consent of the Majority Heritage Holders for purposes of this Section 3.2. Notwithstanding the foregoing or anything stated in Schedule 4 hereto, no such approval shall be required for Holding or any of its Subsidiaries to perform any of their respective obligations under this Agreement, the Stock Purchase Agreement, any Repurchase Agreement, Holding's By- Laws, or any employee stock incentive or option plan or any other agreement to which the Company is a party or otherwise board approved by the Board of Directors of Holding prior to the Xxxxxxx Closing Date, or approved by the Board of Directors of Holding after the Xxxxxxx Closing Date in accordance with the provisions hereof, nor shall any such approval be required in order for any party hereto, or to any of the above agreements (other than Holding), or any person having rights under any of the above documents (other than Holding), to exercise any right or benefit provided to such party therein.
(b) Holding and each of the Stockholders hereby agree with each Stockholder who is an employee of Holding or any of its Subsidiaries, or party to an Employment Agreement with Holding or any of its Subsidiaries, that any wanton and willful breach by any such employee Stockholder of the foregoing provisions of this Section 3.2 shall constitute grounds for termination for "Cause" of such Stockholder's employment by Holding or any such Subsidiary, notwithstanding anything to the contrary stated in such Stockholder's Employment Agreement, but shall not otherwise create any personal liability for any breach by such Stockholder of the foregoing provisions of ...
Consent to Certain Actions. Each of the Stockholders, by execution of this Agreement, does hereby, (a) consent to the creation of the New Shares and the issuance of the New Shares in exchange for the Old Shares, (b) consent to the creation of the Series C-1 Senior Preferred Stock of the Company and the issuance of the Series C-1 Senior Preferred Stock of the Company in exchange (the “Series C Preferred Stock Exchange”) for the Series C Senior Preferred Stock of the Company pursuant to the Series C Preferred Stock Subscription and Exchange Agreement, dated as of May 9, 2012, by and among the Company and Avista Capital Partners, L.P. and Avista Capital Partners (Offshore), L.P., and (c) waive such Stockholder’s rights, if any, to acquire capital stock of the Company in connection with the Series C Preferred Stock Exchange pursuant to Section 1(h) of the Fourth Amended Certificate of Designation of Series B Senior Convertible Preferred Stock of the Company. Each Stockholder acknowledges and agrees that this Agreement constitutes such Stockholder’s written consent to the foregoing pursuant to Section 228 of the General Corporation Law of the State of Delaware. Promptly following the execution of this Agreement, each Stockholder shall deliver a signed and dated copy of this Agreement to the Secretary of the Company and hereby directs the Secretary of the Company to file the fully executed copy of this Agreement with the books and records of the Company in accordance with Section 228 of the General Corporation Law of the State of Delaware.
Consent to Certain Actions. If the Company shall be required to obtain the prior written consent of the Offeror, which consent shall not unreasonably be withheld, conditioned or delayed, to any action restricted pursuant to the provisions of Section 4.1, the Company shall provide a written request to the Offeror for the taking of such action and, if the Offeror has not responded in writing to the Company within five Business Days of the receipt by the Offeror of such request, the Offeror shall be deemed for the purposes of this Agreement to have consented to the taking of such action.
Consent to Certain Actions. The Company hereby agrees that the Company will not take, and will not permit any of its Subsidiaries to take, any of the actions set forth on Schedule 2 attached hereto and incorporated by reference, and each of the Stockholders hereby agrees that it shall not take, and shall not vote any Voting Securities owned by it or over which it has voting control for or approve, or cause any of the directors designated by it to vote for or approve, any of the actions set forth on Schedule 2, unless such action has been approved by either (a) the affirmative vote of (i) at least one of the directors designated by the Majority FFL Holders who is also an employee of FFL or one of its Affiliates and (ii) at least one of the directors designated by the Majority TA Holders who is also an employee of TA or one of its Affiliates or (b) the Majority FFL Holders and the Majority TA Holders. The Company will make any necessary or appropriate amendments to the charter or bylaws of the Company or any Subsidiary of the Company to reflect the provisions of this Section 3.2.
Consent to Certain Actions. The Guarantor shall be allowed to undertake any of the actions prohibited in Sections 7.7.3, 7.7.4 or 7.7.5, with the prior written consent of the Lender. In the event that the Borrower requests any such consent in writing, if the Lender does not within fifteen (15) Business Days of the Lender's receipt of such written request, and all information reasonably required in order to evaluate such request, provide either the Lender's written consent or disapproval thereof, such consent shall be deemed to have been granted by the Lender.
