Consent to Reorganization. As of the Reorganization, and subject to ET's receipt of consent from ET's lenders as set forth on Exhibit 5.2, ET shall be deemed to consent to the Reorganization as defined herein with respect to the impact thereof on the Facility and shall be deemed to waive any right of ET which may arise upon the Reorganization between ET and GMS. Effective as of the consummation of the Reorganization and conditioned upon the receipt of any necessary lender consents and GHC's execution and delivery to ET of a guaranty of the Lease Agreement substantially in the form of Exhibit H to the Master Agreement, ET shall be deemed to have consented to the release of GHV, as a guarantor of the Lease Agreement, and to the replacement of GHV with GHC, as guarantor of the Lease Agreement.
Consent to Reorganization. Notwithstanding anything to the contrary contained herein, the Borrower may effect the Reorganization or any portion thereof so long as no Default shall have occurred and be continuing or would occur after giving effect to the Reorganization or such portion thereof. Promptly upon completion of the Reorganization, the Borrower shall give the Administrative Agent notice thereof.
Consent to Reorganization. Borrower has informed the Lenders that Borrower intends to enter into a transaction pursuant to which (a) Globe Merger Sub I, Inc., a wholly-owned Subsidiary of BridgeBio (“Merger Sub I”), will merge with and into Borrower, with Borrower surviving such merger (the “Initial Merger”) and (b) immediately following the Initial Merger, Borrower shall merge with and into Globe Merger Sub II, Inc., a wholly-owned Subsidiary of BridgeBio (“Merger Sub II”), all pursuant to that certain Agreement and Plan of Merger by and among Borrower, Merger Sub I, Merger Sub II and BridgeBio Pharma, Inc. in substantially the form attached as Schedule 2 hereto (the “Merger Agreement”) (the “Reorganization”). Pursuant to Section 7.3 of the Loan Agreement, the Lenders hereby consent to the Reorganization, provided, however, the Lenders’ consent is expressly conditioned upon (a) contemporaneously with the closing of the Reorganization, Merger Sub II (i) assuming all obligations of Borrower under each of the Loan Agreement and the other Loan Documents and (ii) granting Agent, for the ratable benefit of the Lenders, under any applicable law, a first-priority perfected Lien in such assets of Merger Sub II as are consistent with the description of the Collateral under the Loan Agreement (as if the Collateral were deemed to pertain to the assets of Merger Sub II) and executing and/or delivering to the Lenders a copy of Merger Sub II’s certificate of incorporation (together with all amendments thereto) certified by the Delaware Secretary of State, a copy of Merger Sub II’s by-laws (together with all amendments thereto), a secretary’s corporate borrowing certificate, resolutions of Merger Sub II’s shareholders in connection with Merger Sub II’s assumption of the obligations of Borrower (to the extent required by Merger Sub II’s organizational documents), a long-form certificate of good standing from the State of Delaware, certificates of good standing/foreign qualification from each State where Merger Sub II is qualified to do business, a landlord’s consent with respect to each of Merger Sub II’s leased locations, a bailee’s waiver with respect to each location where Merger Sub II maintains property with a third party, a perfection certificate, insurance certificates and endorsements, and such other documents as reasonably requested by the Lenders, all in form and substance acceptable to the Lenders in the Lenders’ sole and absolute discretion, (b) Borrower not assuming or incurring any In...
Consent to Reorganization. Notwithstanding anything to the contrary set forth in the Credit Agreement, Agent and Lenders hereby consent to the Reorganization and any Investment, Restricted Junior Payment, disposition of assets, other dispositions, mergers and other modifications, and in each case with respect to intercompany transfers of assets from Loan Parties to non-Loan Parties, which are specifically described in the Transaction Summary (as the same may be from time to time amended by the Borrower or Parent; provided that no changes thereto that are adverse in any material respect to the Lenders and Agent shall be made unless consented to in writing by Agent)) (collectively, the “Reorganization Transactions”); provided, that, each of the following conditions precedent has been satisfied:
Consent to Reorganization. Upon satisfaction of all of the conditions precedent to the effectiveness of this Amendment, in each case, in form and substance satisfactory to the Agent, consent to the Reorganization shall be deemed to have been given by the Lenders.
Consent to Reorganization. Each of the parties to the Strategic ------------------------- Stockholders Agreement hereby consents to the transfer of the Shares pursuant to the Reorganization.
Consent to Reorganization. Notwithstanding anything to the contrary contained in the Credit Agreement, but subject to the terms of this Amendment, the Lenders hereby consent to the Reorganization and to the Parent Companies and their Subsidiaries taking the steps necessary to consummate the Reorganization, in accordance with the steps described in Exhibit A attached hereto, so long as the following conditions are satisfied:
Consent to Reorganization. Praxair, by executing this Amended and ------------------------- Restated Agreement does hereby consent to the Reorganization. Notwithstanding anything to the contrary herein, for purposes of applying and interpreting this Amended and Restated Agreement, until such time, if ever, as the Reorganization occurs, all references in Sections 1, 3, 5, 7 and 9 to the term "Holdings" shall be deemed to refer to the term "Valley", all references in such Sections to the "Holdings Shares" and correlative concepts shall be deemed to refer to the Equity Securities of Valley and all references in such Sections to the Common Stock shall be deemed to refer to the common stock of Valley, and other corresponding changes shall be deemed made. The parties hereto shall enter into such reasonable documentation as any of them may request to confirm the foregoing with more specificity.
Consent to Reorganization. Notwithstanding anything to the contrary set forth in the Loan Agreement and the other Financing Agreements and subject to the terms and conditions set forth herein, Agent and Lenders hereby consent to:
Consent to Reorganization. Subject to the conditions set forth below, the Lenders consent to the Reorganization (including any amendment to articles of incorporation or other formation documents and any intercompany transactions in the ordinary course, in each case consistent with the terms of the Reorganization):
