Consent to Financing. The Company shall, at any time that any of the shares of Series A Preferred Stock issued to Harvest Small Cap Partners, L.P. and/or Harvest Small Cap Partners Master, Ltd. are outstanding, not raise more than an aggregate of $20,000,000 of capital in one or more offerings, including without limitation, one or more equity or debt offerings or a combination thereof, on an accumulated basis commencing after the Closing Date, without the prior written approval of the Majority Holders; provided, that such approval shall not be required for any equity financing of the Company at a price of $2.25 per share or above (subject to adjustment with respect to any splits, consolidations, recapitalizations, combinations or other similar transactions affecting the Company’s capital stock).
Consent to Financing. Each Buyer hereby consents pursuant to Section 9 of the Certification of Designations, to the proposed $1,750,000 convertible debenture financing with Cornell Capital Partners, LP.
Consent to Financing. The Triumph Purchasers hereby consent, in all respects under the Triumph Purchase Agreement, including without limitation Section 8.2(b) thereof, to the 1998 Financing, including without limitation the incurrence of additional Indebtedness (as defined in the Triumph Purchase Agreement) by the Company as part of the 1998 Financing.
Consent to Financing. PFG hereby agrees that the proposed sale of the Borrower’s Series D Preferred Stock (the “Series D Preferred Stock Financing”) complies with the terms of Section 6.1(m) of the Loan Agreement and shall not be deemed to be an Event of Default thereunder.
Consent to Financing. (1) The parties agree that any debt or equity financing of the Coop Group shall be executed at the level of the Coop, unless any debt or equity financing (in accordance with the terms of this Agreement) to be executed at the level of Listco (each such financing, a “Listco Financing”) (which for greater certainty does not include the current Financing Agreement already in place as per the Completion Date) is approved in advance by Joday, after reasonable consultation with IJssel as long as IJssel holds the IJssel Minimum Shareholding. The foregoing approval right of Joday shall terminate on the Joday Rights Expiration Date. Subject to the terms of Section 10.06(3), if the Listco Financing has in the reasonable opinion of Joday no adverse effect (including from an economical and tax perspective) on the Units held by Joday and such Listco Financing is not used for a distribution to the shareholders of Listco, Joday shall not unreasonably withhold its consent, and:
(a) such Listco Financing may be completed within a ninety day period from the date that the applicable parties agree to proceed with such financing;
(b) each of the Significant Shareholders agrees in that case to exercise the votes attaching to its shareholdings in Listco, and to otherwise act to approve any such Listco Financing, including without limitation, approving any required changes to Listco’s constating documents for the purpose of such Listco Financing; and
(c) each Significant Shareholder hereby expressly waives any right to dissent with respect to any changes to Listco’s Constating Documents which are required for the purpose of any such Listco Financing.
(2) If the Coop Board determines that it is in the best interests of the Coop or a Coop Subsidiary to proceed with a debt or equity financing (in accordance with the terms of this Agreement) of the Coop or a Coop Subsidiary (or any of its legal successors) (each such financing, a “Coop Financing”) (which for greater certainty does not include the current Financing Agreement already in place as per the Completion Date):
(a) each of the Unitholders agrees to exercise the votes attaching to its Units and to otherwise act to approve any such Coop Financing, including without limitation, approving any required changes to the Coop Articles or such Coop Subsidiary’s articles of association (which may include amendments to the capital of the Coop or such Coop Subsidiary or amendments to facilitate the issuance or transfer of Units or other se...
Consent to Financing. City hereby consents to the Loan from Lender to Borrower and the liens created by the Mortgage and the other loan documents entered into between Borrower and Lender (collectively, the “Loan Documents”). City acknowledges and agrees that if Lender or any of Lender’s successors and/or assigns under the Loan Documents shall succeed to the rights of the Borrower under the Development Agreement upon any foreclosure of the lien of the Mortgage with respect to the interest of the Borrower in the Subject Property (or other exercise of its rights and remedies under the Mortgage), then the City shall recognize the rights of Lender or such successor and/or assign, as applicable, and the Development Agreement shall continue in full force and effect as, or as if it were a direct agreement between Lender or such successor and/or assign, on the one hand, and the City, on the other hand, upon all of the terms, covenants, provisions and conditions set forth in the Development Agreement. Such recognition will be effective and self-operative without the execution of any further instrument. In no event shall Lender or any Subsequent Owner (defined below) be responsible for any representations or warranties, fees, costs, reimbursements, termination fees or other charges, expenses, indemnifications, or loans or advances or other amounts that were owed by Borrower to City and/or any of its Affiliates or were the obligation of Borrower, as the case may be, under the terms of the Development Agreement prior to the assumption of the Development Agreement by Lender and/or any Subsequent Owner.
Consent to Financing. The undersigned Holders, constituting the Holders of at least two-thirds of the currently outstanding and unexercised Purchase Rights and the currently outstanding principal amount of New Notes (as defined in the April 2009 Consent Agreement referring to additional April 2009 Notes that may be issued) issued upon exercise of the Purchase Rights (together, as one class), hereby irrevocably consent, for all purposes and in all respects, including for the purpose of Section 6(a) of the April 2009 Consent Agreement, to the Financing. The Company hereby agrees that prior to the consummation of the Second Closing of the Financing, without first obtaining the consent of at least two-thirds of the currently outstanding and unexercised Purchase Rights and the currently outstanding principal amount of New Notes issued upon exercise of the Purchase Rights (together, as one class), the Company shall not enter or agree to any debt or equity financing or any other capital raising transaction or transactions with any person, other than the Financing.
Consent to Financing. Notwithstanding anything to the contrary in the Loan Documents, the Loan Modification Documents, GRM consents to CyberDefender issuing indebtedness, provided that: (i) such indebtedness is subordinate to the obligations of CyberDefender under the Loan Documents or the Loan Modification Documents at least to the same extent as the indebtedness issued by CyberDefender pursuant to those certain Securities Purchase Agreements dated July 21, 2011, and (ii) such indebtedness is issued pursuant to documentation that is substantially in the same form as the documentation provided to GRM as of (or prior to) the Effective Date.
Consent to Financing. (a) Pursuant to the provisions of Sections 6.2 and 6.9 of the Loan Agreement, the Lender hereby consents to the New Subsidiary obtaining outside financing from United Bank (the "Approved Financing"), and to SRA guaranteeing ------------------ the indebtedness and obligations of the New Subsidiary thereunder, provided, -------- however, that the consent of the Lender given hereunder is subject to the ------- following conditions: (a) the total indebtedness of the New Subsidiary under the Approved Financing shall not exceed $500,000 at any one time outstanding, (b) the indebtedness and obligations of the New Subsidiary under the Approved Financing shall be unsecured, (c) the guaranty of SRA shall be limited to only the New Subsidiary's indebtedness and obligations under the Approved Financing, and (d) the Approved Financing shall have a maturity occurring no later than that date which is 30 days after the expiration of the period during which the New Subsidiary is permitted to operate as a separate subsidiary under the provisions of Section 6.6 of the Agreement and Plan of Merger, dated as of December 5, 2001, by and between, among others, SRA and the New Subsidiary, as the same may be amended, modified or supplemented from time to time.
(b) The consent of the Lender given hereunder shall not constitute an approval, either express or implied, of any other transaction or a waiver or approval of any other provision of the Loan Agreement or any other Loan Document, nor shall it create any obligation, express or implied, of the Lender to approve any future transaction or waiver or approval of any other covenant, term or provision of the Loan Agreement or any other Loan Document. The Lender shall be entitled to require strict compliance by the Borrowers with the Loan Agreement and the other Loan Documents, notwithstanding the limited, express approval contained herein, and nothing herein shall be deemed to establish a course of action or dealing with respect to requests by the Borrowers for future approvals or consents.
Consent to Financing. The County consents to and agrees to participate in any 19 Funding Process the City may initiate to finance the Tustin Legacy Backbone Infrastructure 20 Program provided the terms of such Funding Process are consistent with the terms of Section
