Consent to Merger. The Shareholder, as evidenced by his signature hereto, does hereby waive all notice of the time, place and purposes of a special meeting of Tigris’s shareholders for the purpose of adopting this Agreement and approving the Merger, and pursuant to Section 615 of the NYBCL, does hereby consent in writing to the adoption of this Agreement and the approval of the Merger pursuant to the terms of this Agreement and further does hereby release Tigris from any and all debts, obligations, losses, suits, actions, causes of action, liabilities or claims of any kind or nature or description whatsoever, from the beginning of time to the date hereof, that are related directly or indirectly to the Shareholder’s relationship with Tigris that he presently has as of the date hereof or ever had prior to the date hereof; provided, however, that such release shall not extend to (i) any rights to indemnification, contribution or exculpation to which the Shareholder may be entitled under Tigris’ Charter Documents, any Contract disclosed to Verticalnet or applicable law, in each case, that does not arise out of or result from any amounts paid in respect of a claim for indemnification made by a Verticalnet Indemnified Party pursuant to Article 7, or (ii) any benefits to which the Shareholder may be entitled under any insurance Contract to which Tigris is a party and that does not arise out of or result from any amounts paid in respect of a claim for indemnification made by a Verticalnet Indemnified Party pursuant to Article 7, (iii) any unpaid salary and accrued bonus to which the Shareholder may be entitled for periods ending on or prior to the Closing, (iv) any rights under any employee welfare, incentive compensation, stock option or other similar plan or arrangements to which the Shareholder may be entitled for periods ending on or prior to the Closing, and (v) any claims for unreimbursed business expenses relating to periods ending on or prior to Closing.
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. Subject to satisfaction of all of the conditions and ----------------- covenants contained herein, Lender consents to (a) the Merger, including the change in the general partner of Borrower to New GP and the change in the limited partner of Borrower to AHT Res I LP, Inc., a Virginia corporation, resulting therefrom, (b) the new partnership agreement of Borrower, (c) the organizational documents of New GP, (d) the change in the principal place of business of Borrower to Richmond, Virginia, (e) the Lease Agreement, (f) the assignment to, and assumption by, Lessee of the obligations and liabilities of Borrower under the Management Agreement, (g) the amendment and restatement of the Management Agreement pursuant to the "Restated Management Agreement", and (h) the modification of the Senior Loan Documents (as defined in the Loan Agreement) pursuant to certain agreements, a schedule of which are attached hereto as Exhibit "E" and made a part hereof (collectively, the "Senior Loan ----------- Additional Documents"). This consent is strictly limited to the Merger and the other transactions described in the immediately preceding sentence all occurring in connection with, or as a result of, the Merger. This Agreement shall not constitute a waiver or modification of any requirement of obtaining Lender's consent to any future merger involving Borrower, any future transfer of interests in Borrower, in the Property, the Hotels or any portion thereof or interest therein, or future change to, or assignment of, the property management agreement for the Hotels, nor shall it constitute a modification of the terms, provisions, or requirements in the Loan Documents in any respect except as expressly provided herein or in the documents and instruments being executed and delivered by Borrower, New GP, Lessee, Manager and Lender in connection herewith, certain of which documents and instruments are referenced in Section 3 hereof (such documents and instruments, collectively, the "Additional Documents"). Borrower specifically acknowledges that any subsequent merger involving Borrower, any future transfer of any interest in any of the Property, the Hotels or interest in Borrower or any subsequent change to, or assignment of, the property management agreement for the Hotels in violation of the Loan Documents shall be a default thereunder. The Loan Documents are hereby ratified and, except as expressly modified in this Agreement and the Additional Documents, as applicable, remain unm...
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. 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.
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. 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 Trustee hereby consents to the Academy Merger and the Conforming Merger Amendments (as defined in Article III), subject, however, to the terms and conditions of this First Supplemental Indenture.
