Consent to Merger Sample Clauses

Consent to Merger. (a) The Insider (in its capacity as a stockholder of Acquiror and on behalf of itself) hereby agrees to vote (or cause to be voted) at any meeting of the shareholders of Acquiror or adjournment or postponement thereof (each, a “Special Meeting”), and in any action by written resolution of the stockholders of Acquiror (each, a “Written Resolution”), all of the Insider’s Subject Acquiror Equity Securities (as defined below) and all other equity securities of Acquiror such Insider Party is entitled to vote on the matter in favor of the Transactions (including the adoption of the Merger Agreement and the other Transaction Agreements) and the other Acquiror Shareholder Matters, and against any action, proposal, transaction, agreement or other matter presented at a Special Meeting or the subject of a Written Resolution that would reasonably be expected to (i) result in a breach of Acquiror’s covenants, agreements or obligations under the Merger Agreement, (ii) cause any of the conditions to the Closing set forth in Article VIII of the Merger Agreement not to be satisfied or (iii) otherwise materially impede, materially interfere with, materially delay, materially discourage, materially and adversely affect or materially inhibit the timely consummation of, the transactions contemplated by the Merger Agreement or the other Transaction Agreements. (b) The Insider agrees, except in a manner not in direct or indirect contravention or breach of the Merger Agreement or any Transaction Agreement, not to make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any equity interests of Acquiror in connection with any vote or other action with respect to the Transactions or any Transaction Agreement, other than to recommend that the Acquiror Stockholders vote in favor of the Transactions, including the adoption of the Merger Agreement and the other Transaction Agreements (and any actions required in furtherance thereof and otherwise as expressly provided in this Section 1). (c) The Insider agrees not to commence or bring in any claim challenging the validity of any provision of this Agreement. (d) The Shares and any other Acquiror Ordinary Shares that the Insider holds of record or beneficially as of any determination time are hereinafter referred to as the “...

Consent to Merger. (a) Borrowers hereby request the consent of the Lenders and Agent to a merger transaction in which MGAM Systems, Inc. will merge with and into Multimedia Games, Inc., with Multimedia Games, Inc. being the surviving corporation (“MGAM Merger”). Borrowers represent to the Lenders and Agent that as of the date of the MGAM Merger each of the following will be true and correct: (i) the MGAM Merger has been approved by all necessary action of the respective boards of directors of each Borrower and Parent as the sole shareholder of each Borrower; (ii) there are no prohibitions or restrictions to the MGAM Merger under any applicable Requirement of Law; (iii) Borrowers have given all notices and obtained all consents necessary or appropriate to ensure that consummation of the MGAM Merger will not violate any applicable Requirement of Law or any Material Contract; and (iv) upon consummation of the MGAM Merger: (1) Multimedia Games Inc. will continue to be wholly owned by Parent; (2) the security interests granted by MGAM Systems, Inc. on its assets and property to Agent on behalf of the Lenders will continue in full force and effect, and (3) provided that the Lenders grant their consent as requested herein, no Default or Event of Default will exist or occur under the Credit Agreement. (b) Agent and the Lenders hereby consent to the MGAM Merger, authorize the Agent to return the certificate(s) for the 1,000 shares of the common stock, $0.01 par value per share, of MGAM Systems, Inc. to Borrowers, and waive any Default or Event of Default arising under the Credit Agreement as a result of the MGAM Merger provided that: (i) The MGAM Merger shall be consummated on or before October 31, 2012; (ii) Within five (5) Business Days after consummation of the MGAM Merger Borrower shall provide Agent, for distribution to the Lenders, a certificate of Borrower in form substantially similar to attached Exhibit A, accompanied by true copies of the MGAM Merger Documents as defined therein; and (iii) Immediately prior to, upon and following consummation of the MGAM Merger, no Default or Event of Default shall have occurred and be continuing. This consent is not a waiver of or consent to any other event, condition, transaction, act or omission whether related or unrelated to the MGAM Merger, except as expressly stated herein. (c) Borrowers, the Lenders, and Agent further agree that, upon consummation of the MGAM Merger, wherever used in the Credit Agreement or any of the Loan Documents...

Consent to Merger. The undersigned subscriber hereby consents to, ratifies and approves the Merger and consents to, ratifies and approves the Merger Agreement. If requested by the Company or Onstream, the undersigned hereby agrees to execute a separate consent evidencing the consent of the undersigned as a holder of Preferred Stock to the approval of the Merger and the adoption of the Merger Agreement and to take such actions as may be reasonably requested to evidence such consent and approval.

Consent to Merger. Each Stockholder, in its capacity as a stockholder of the Purchaser, in accordance with Section 228 of the Delaware General Corporation Law and the bylaws of Purchaser, hereby consents to the Merger as of the date first written above.

Consent to Merger. The undersigned hereby consents that when the undersigned and all other shareholders of the Company (the "Shareholders") shall have signed counterparts of this Agreement, the following resolutions (the "Resolutions") shall then be deemed to be adopted, to the same extent and with the same force and effect as if adopted by unanimous vote at a formal meeting of the shareholders, duly called and held for the purpose of acting upon the proposal to adopt the Resolutions, all in accordance with Article 9.1 QA of the Texas Business Corporation Act. RESOLVED, that the Reorganization Agreement and Plan of Merger in the form attached hereto as Exhibit A, be and hereby are, approved and adopted by the undersigned holders of all shares of outstanding capital stock of the Company; and FURTHER RESOLVED, that the Company's officers be, and each hereby is, authorized to execute such instruments, certificates and documents and to do such other acts and things necessary or desirable to effectuate and consummate the adoption of such Reorganization Agreement and Plan of Merger; and FURTHER RESOLVED, that in addition to the specific authorizations, conferred upon the officers of the Company, each of the Company's officers is authorized and empowered to do or cause to be done all further acts and things, including the preparation and execution and filing of Articles of Merger and Certificates of Merger, the execution of all such further agreements. documents, papers and instruments, as they, may deem necessary or appropriate in order to consummate and carry into effect the purposes and intent of the foregoing resolutions; and, if specific forms of resolutions are necessary or desirable in the opinion of the Board of the Company to accomplish the foregoing transactions, then the same shall be deemed to have been and hereby are adopted, and the Secretary of the Company is authorized and directed to certify the adoption of all such resolutions as though such resolutions were specifically set forth herein and such resolutions are to be inserted in the records of the Company immediately following these resolutions.

Consent to Merger. By signing this Agreement, such Non-AI Member hereby affirmatively votes in favor of this Agreement and the transactions contemplated hereby, including the Merger.

Consent to Merger. Each of the SVC Parties, on behalf of itself and its subsidiaries, hereby (i) acknowledges and consents to the entry into the Merger Agreement, the consummation of the Merger and any other transactions contemplated by the Merger Agreement and any resulting change in control or assignment (in each case, as defined under any applicable lease or other agreement between and among the SVC Parties and the TCA Parties) of the TCA Parties resulting from either or both of the Merger and such transactions, (ii) acknowledges that this consent will be deemed to satisfy any and all of the requirements for notice of and consent with respect to the Merger or the other transactions contemplated by the Merger Agreement pursuant to any applicable lease or other agreement between and among the SVC Parties and the TCA Parties, without the need for any further action by any TCA Party, (iii) agrees that the TCA Parties shall not be deemed to be in default, breach or violation of any such lease or other agreement as a result of the Merger or the other transactions contemplated by the Merger Agreement and (iv) waives any claim, rights or remedies such SVC Party may have under any such lease or other agreement to the extent triggered by the Merger or the other transactions contemplated by the Merger Agreement (provided, however, that such waiver shall not apply to any rights provided for any such SVC Party pursuant to the Merger Agreement), which consent and waiver shall become effective and binding upon each SVC Party and each of their respective subsidiaries immediately upon execution by such SVC Party; provided that consent shall be automatically revoked, if and only if, the Merger Agreement is terminated in accordance with its terms prior to the Effective Time.

Consent to Merger. Subject to the occurrence of the Effective Date (as defined below) and the terms and conditions of this Consent Letter, the Consenting Lenders (as defined below) hereby consent to: (a) the proposed Merger; (b) waive the Event of Default under the Credit Agreement that would arise upon a Change of Control pursuant to Section 9.15 (Change of Control) of the Credit Agreement as a result of (i) the Merger (including, for the avoidance of doubt, the acquisition of DSSI by ISOC in accordance with the terms of the Merger Agreement) and (ii) the replacement of the directors on the board of directors of DSSI by nominees of INSW or ISOC on or about the date of the Merger (including, for the avoidance of doubt, the right of ISOC to elect, appoint and remove a majority of the Borrower’s board of directors); ​ (c) waive the Event of Default under the Credit Agreement that would arise upon the Merger pursuant to Section 9.16 (Listing) of the Credit Agreement as DSSI will not be publicly listed after the Merger; (d) waive the provisions of Section 8.02(h) (

Consent to Merger. The Borrowers have informed the Agent and the Lenders that the Borrowers intend, on or about December 30, 2013, to merge LCIFII with LCIF, with LCIF as the surviving entity (the “Merger”). The consideration for the Merger (the “Merger Consideration”) will consist of (a) for any holder who is not an Accredited Investor (as defined in rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended or who fails to return a letter of transmittal on or prior to February 1, 2014, cash equal to the value of the Trust’s common shares, or (b) LCIF units on a one for one basis for any holder who is an Accredited Investor and returns a letter of transmittal. The Borrowers have requested that the Lenders consent to the Merger and payment of the Merger Consideration. The Requisite Lenders hereby consent to the Merger and the making of Restricted Payments in connection with payment of the Merger Consideration, and waive any prohibition in Sections 9.2 and/or 9.7 of the Credit Agreement implicated with respect to the consummation of the Merger and payment of the Merger Consideration.

Consent to Merger. The Lender hereby consents to the merger of Heska Holdings AG into Heska AG.