Consent to Subject Transaction. Subject to the terms and conditions hereof, the Lender hereby consents to the Subject Transaction. The Lender’s consent to the Subject Transaction shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle the Borrower to any other or further consent or waiver in any similar or other circumstances.
Consent to Subject Transaction. Upon and subject to the satisfaction of each of the conditions set forth in Section 6 of this Agreement, any provisions of the Credit Agreement and the other Loan Documents to the contrary notwithstanding, Lender hereby consents to the consummation of the Subject Transaction, but only so long as (a) the aggregate consideration (whether in cash or otherwise, including, without limitation, the amount of any holdback or earnout obligations) payable by the Loan Parties or their Subsidiaries for the Subject Transaction does not exceed $[***], (b) the aggregate amount of consideration payable in cash by the Loan Parties or their Subsidiaries in connection with the Subject Transaction does not exceed $[***], (c) other than a requirement for up to $[***] in consideration to be paid in cash following receipt of both the net cash proceeds of the Initial Equity Raise and investor commitments with respect to the Second Equity Raise, the documentation for the Subject Transaction does not require that any consideration be paid in cash by the Loan Parties or their Subsidiaries in respect of the Subject Transaction until after the Company shall have received net cash proceeds of both the Initial Equity Raise and the Second Equity Raise, (d) other than payment of up to $[***] in consideration in cash after receipt of both the net cash proceeds of the Initial Equity Raise and investor commitments with respect to the Second Equity Raise, the Loan Parties and their Subsidiaries do not make any cash payments of consideration on account of the Subject Transaction until after the Company has received net cash proceeds of both the Initial Equity Raise and the Second Equity Raise, (e) no more than $[***] in cash consideration in connection with the Subject Transaction is paid or required to be paid before the date that is one year after the consummation of the Subject Transaction, (f) on the date of consummation of the Subject Transaction, the Subject Transaction constitutes a Permitted Acquisition except pursuant to clauses (h), (j), and (k) thereof, and (g) the Company has delivered to Lender substantially concurrently with the closing of the Subject Transaction a certificate of a Senior Officer of Company certifying to compliance with clauses (a) through (f) above. [***] Omitted pursuant to a request for confidential treatment with the SEC.
Consent to Subject Transaction. Subject to the terms and conditions of this Amendment, including the accuracy of each of the representations and warranties set forth herein, each of the parties hereto hereby: (i) acknowledges receipt of the notice set forth in Section 3(a) above, (ii) consents to the occurrence of the Subject Transaction effective as of the date of the Subject Transaction and (iii) waives any notice requirement set forth in the Agreements, whether as a prerequisite or condition precedent to the effectiveness of the Subject Transaction or otherwise.
Consent to Subject Transaction. Upon the terms and subject to the conditions set forth in this Section 20, the Lender shall consent to the Subject Transaction. The Lender’s consent to the Subject Transaction shall be effective following the effectiveness of this Amendment, as set forth in Section 22 below, and when the Lender shall have received each of the following, each in substance and form acceptable to the Lender in its sole discretion:
Consent to Subject Transaction. Administrative Agent and the Lenders hereby consent to the Subject Transaction and the incurrence of the Mezzanine Indebtedness under Section 7.11(i).
Consent to Subject Transaction. Upon the terms and subject to the conditions set forth in this Amendment, Lender hereby consents to the Subject Transaction; provided that (a) Borrowers have first received the net cash proceeds of an equity offering of Parent generating not less than $15,000,000 after all underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, and (b) Borrowers have provided to Lender, as soon as practicable but in no event later than May 8, 2014, evidence satisfactory to Lender that all deposit accounts of AirPatrol (other than deposit accounts maintained at Lender) have been closed, and all funds on deposit therein have been transferred to deposit accounts maintained at Lender. In the event that Borrowers fail to fulfill the conditions set forth in the proviso to the prior sentence to the satisfaction of Lender on or before the due dates indicated, each such failure shall constitute an Event of Default. This consent to the Subject Transaction shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle Borrowers to any other or further consent or waiver in any similar or other circumstances.
Consent to Subject Transaction. Upon the terms and subject to the conditions set forth in this Amendment, Lender hereby consents to the Subject Transaction; provided that Borrowers provide to Lender, as soon as practicable but in no event later than September 30, 2013, evidence satisfactory to Lender that all deposit accounts of Shoom, Inc. (other than deposit accounts maintained at Lender) have been closed, and all funds on deposit therein have been transferred to deposit accounts maintained at Lender. In the event that Borrower’s fail to fulfill the condition set forth in the proviso to the prior sentence to the satisfaction of Lender on or before the due date indicated, such failure shall constitute an Event of Default. This consent to the Subject Transaction shall be effective only in this specific instance and for the specific purpose for which it is given, and shall not entitle Borrowers to any other or further consent or waiver in any similar or other circumstances.
Consent to Subject Transaction. (a) Without the prior written consent of the Administrative Agent and Xxxxxxx, the Subject Transaction would constitute an Event of Default by violating clause (ii) of the February 2022 Consent and clause (c)(ii) of the definition of Payment Condition as of the Second Amendment Effective Date.
