Consent to Transaction. Agent and the Lenders hereby consent to the Transaction, provided that (a) the representations and warranties set forth in Section 7 hereof and all representations and warranties of Borrower and Guarantor in the Loan Documents as amended by this Amendment (as if remade as of the Transaction Closing Date except to the extent such representations and warranties relate solely to an earlier date) shall be true and correct in all material respects as of the Transaction Closing Date, (b) no Event of Default shall have occurred and be continuing as of the Transaction Closing Date, (c) as of the Transaction Closing Date, there shall not have occurred a “Company Material Adverse Effect”, as defined in the Merger Agreement since December 31, 2011, (d) Borrower shall have paid the fee required by the First Amendment Fee Letter on the Transaction Closing Date and shall have performed all its obligations under this Amendment, (e) on or before the Transaction Closing Date, Borrower shall have delivered to Agent a due authorization, execution and delivery and enforceability legal opinion with respect to this Amendment and the First Amendment Fee Letter, substantially in the form of the due authorization, execution and delivery and enforceability opinion delivered to Agent at Closing with respect to the Loan (but with such changes as are necessary for the particulars of the transaction), (f) on or before the Transaction Closing Date, Borrower shall have delivered to Agent evidence, reasonably satisfactory to Agent, of the due authorization by Borrower and GWRI of this Amendment and the First Amendment Fee Letter, current good-standing certificates from all relevant jurisdictions of organization with respect to Borrower, GWROP and GWRI, and photo identification, certified by an officer of Borrower, of the individuals executing this Amendment and the First Amendment Fee Letter on behalf of Borrower and GWRI; (g) on or before the Transaction Closing Date, Borrower shall have delivered to Agent such items as Agent may reasonably request to satisfy the Patriot Act and other “know your customer” Legal Requirements, and (h) on or before the Transaction Closing Date, Borrower shall have paid all of the costs and expenses of Agent and Lenders as more particularly described in Section 15 hereof.
Consent to Transaction. The Stockholder hereby consents to the Company’s entry into the Merger Agreement for purposes of Section 11 of the Series A Certificate of Designation and Section 6.4 of the Amended and Restated Securities Purchase Agreement, dated as of October 18, 2016, by and among the Company, the Stockholder and Sundara Investment Partners, LLC (as amended, the “SPA”). Solely for the benefit of the other parties to the SPA (which shall be intended third party beneficiaries of this sentence), the Stockholder agrees that Sections 6.14(b) - (e) of the SPA shall not apply to, and hereby waives its rights (including rights to receive notice) under such provisions with respect to, the transactions contemplated by the Merger Agreement (including the Offer). Solely for the benefit of the Stockholder (and not Parent or Merger Sub), the Company shall not agree to or give any modification, consent, waiver or amendment to or under any provision of the Merger Agreement that would be adverse to the Stockholder (including if such modification, consent, waiver or amendment that would reduce the amount, change the form or otherwise adversely affect the consideration payable to the Stockholder pursuant to the Offer or the Merger Agreement) without the prior written consent of the Series A Preferred Majority Holders (as defined in the Series A Certificate of Designation).
Consent to Transaction. 2.1 Subject to Section 2.2, the Agent and each Lender hereby consents to the Transaction (the “Transaction Consent”), provided that:
(a) the Transaction Consent is limited solely to, and shall be effective only with respect to, the Transaction; and
(b) except as expressly provided herein and for the limited purposes herein, nothing contained herein shall waive, limit or affect (i) any Secured Obligations or (i) any provision of the Credit Agreement or any other Documents, the Lender Financial Instruments or the Cash Management Documents, all of which continue in full force and effect and all of which are hereby ratified and confirmed by the Borrower.
2.2 The Transaction Consent shall be effective upon, and shall be subject to, the satisfaction of the following conditions precedent having been satisfied:
(a) receipt by the Agent of a fully executed copy of a confirmation of guarantee and security, in form and substance satisfactory to the Agent, from the Xxxxxx Xxxxxxxx;
(b) the Amalco Borrower shall have delivered to the Agent and the Lenders true, correct and complete copies of the BCA and the POA, together with an Officer’s Certificate certifying the same to the Agent and the Lenders;
(c) the Agent and the Lenders shall have received a legal opinion from legal counsel to the Xxxxxx Xxxxxxxx, which shall be in form and substance satisfactory to the Agent and the Lenders’ Counsel, each acting reasonably;
(d) the Amalco Borrower shall have delivered to the Agent: (i) as and if applicable, a current certificate of status, good standing or compliance, as the case may be, in respect of its jurisdiction of formation; (ii) certified copies of its articles and by-laws or equivalent constating documents or governing agreements; (iii) certified copies of all applicable resolutions authorizing the Credit Facilities, the Documents to which it is a party and the transactions thereunder; and (iv) certificates of incumbency in respect of the persons executing and delivering the Documents to which it is a party and which are being executed and delivered to satisfy the conditions precedent set forth in Section 2 of this Agreement;
(e) each of the representations and warranties set forth in Section 9.1 of the Credit Agreement (other than those expressed to be given as of a specific date) shall be true and accurate in all respects, in each case, as of the date hereof, and the Amalco Borrower shall have delivered to the Agent and the Lenders an Officer’s Certificate certifyi...
Consent to Transaction. By execution of this Agreement, each of the Shareholders and the UBL hereby consents to the transaction contemplated by this Agreement and the Amended Articles pursuant to Sections 23B.07.040 and 23B.08.210 of the Washington Business Corporation Act.
Consent to Transaction. Bank hereby consents to the Transaction referred to in Recital E. above.
Consent to Transaction. Creditor hereby consents to the transactions between the Company and ST contemplated by the Asset Purchase Agreement and the License Agreement and waives any rights it may have as against the Released Parties arising out of or triggered by such transactions.
Consent to Transaction. 3.1. Notwithstanding the terms of Section 10.1 (Change of Name, Etc.) of the Loan Agreement, Lender hereby consents, subject to the conditions contained herein, to:
(A) the execution and performance by TRVS of the Preferred Stock and Warrant Purchase Agreement by and between TRVS and TMRC, L.L.P. a Missouri limited partnership ("Tracker"), substantially in the form provided by counsel for TRVS on March 5, 2002 (the "Stock Purchase Agreement"),
(B) the adoptiox xx XXXX xx xxx Xxxxxxxxx xx Xxxxxxxxxxxx xx 0% Series A Cumulative Convertible Preferred Stock substantially in the form provided by counsel for TRVS on March 5, 2002 (the "Statement of Designation"),
(C) the issuance by TRVS to Tracker of shares of 6% Series A Cumulative Convertible Preferred Stock of Travis Boats & Motors, Inc., substantially as set forth in the Stocx Xxxxhase Agreement provided by counsel for TRVS on March 5, 2002,
(D) the issuance by TRVS to Tracker of the Warxxxx xx Xxxxxxxx Series A Preferred of Travis Boats & Motors, Inc., substantially in the form provided by xxxxxel for TRVS on March 5, 2002 (the "Warrant"), and
(E) upon Tracker's exercise of the Warrant and its related payment of $3,000,000 in cash, TRVS' prepaying in full on approximately June 10, 2002 of all outstanding principal plus accrued interest on TRVS' Convertible Subordinated Promissory Note with Brunswick Corporation, a Delaware corporation, dated December 14, 2001.
3.2. The foregoing consent is conditioned upon:
(A) TRVS on or before March 31, 2002, selling approximately 21,390 shares of its 6% Series A Cumulative Convertible Preferred Stock ("Series A Stock") to Tracker, for a cash purchase price of approximately $2,139,000 pursuant to the Stock Purchase Agreement and in accordance with the Statement of Designation, and in accordance with any other documents or agreements required by the terms thereof to be executed in connection therewith, and
(B) Transamerica Commercial Finance Corporation ("Transamerica") providing its written consent under its loan documents with the Borrower to the matters set forth above in Section 3.1. If any of the foregoing conditions are not satisfied (as determined by Lender in its commercially reasonable discretion), the foregoing consents will be automatically revoked.
Consent to Transaction. Subject to the terms and conditions contained herein, Noteholder hereby consents to the Transaction. Noteholder hereby reserves its rights under the terms of the Loan Agreement and any other Loan Document with respect to any subsequent sale, transfer, encumbrance or other conveyance of the Properties or any interest in Assumptor, except as permitted by the Loan Agreement, as amended hereby. Neither this Assumption Agreement nor Noteholder’s consent to the Transaction shall constitute a modification of any of the terms of the Loan Documents, except as expressly provided for in this Assumption Agreement.
Consent to Transaction. Agent and Lenders hereby consent to the Transaction provided that (a) the transaction closes no later than September 1, 2016 (the “Deadline Date”), (b) the final form of the documents evidencing the Transaction are approved by Agent’s counsel, and (c) at the time of the closing of the Transaction RHR shall have no assets other than its general partnership interest in RHO, cash in its bank account at Bank of Hawaii with a balance not in excess of Five Thousand Dollars ($5,000), and other assets with an aggregate value not in excess of Five Thousand Dollars ($5,000).
Consent to Transaction. Subject to the terms and conditions set forth herein, the Required Lenders consent to the ModusLink Transaction.
