Director Consents Sample Clauses

Director Consents. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Sample 1Sample 2
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Director Consents. The General Partner of Grantor shall obtain ----------------- the consent of all its directors, including the Independent Director, to (i) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings or to authorize Grantor to do so, (ii) dissolve, liquidate, consolidate, merge or sell all or substantially all of Grantor's assets, (iii) engage in any other business activity, or (iv) amend its organizational documents.
Sample 1
Director Consents. Borrower agrees to cause the directors of each issuer of the stock described on SCHEDULE 1 to pass resolutions to authorize the pledge and other transfers contemplated hereby both as of the date of this Agreement (unless such resolutions have been passed under the terms of the Prior PLedge Agreement) and on any date the Secured Party exercises its rights under Section 4.1 of this Agreement.
Sample 1
Director Consents. Managing Member shall obtain the consent of all its directors, including the Independent Directors, to (i) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings or to authorize Borrower to do so, (ii) dissolve, liquidate, consolidate, merge or sell all or substantially all of Borrower's assets, (iii) engage in any other business activity, other than the ownership and operation of the Property as contemplated hereby, or (iv) amend its organizational documents.
Sample 1
Director Consents. The General Partner of Borrower shall obtain the consent of all its directors, including the Independent Director, to (i) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings or to authorize Borrower to do so, (ii) dissolve, liquidate, consolidate, merge or sell all or substantially all of Borrower's assets, (iii) engage in any other business activity, or (iv) amend its organizational documents in a manner that affects the status of the General Partner as a Single Purpose Entity or that changes the voting rights of the Independent Director.
Sample 1
Director Consents. The General Partner of Mortgagor shall obtain the consent of all its directors, including the Independent Director, to (i) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings or to authorize Mortgagor to do so, (ii) dissolve, liquidate, consolidate, merge or sell all or substantially all of Mortgagor's assets, (iii) engage in any other business activity, or (iv) amend its organizational documents.
Sample 1
Director Consents. The General Partner of Grantor shall obtain the consent of all its directors to (i) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings or to authorize Grantor to do so, (ii) dissolve, liquidate, consolidate, merge or sell all or substantially all of Grantor's assets (provided, that no such consent from the Independent Director shall be required in connection with the sale of the Property pursuant to Section 11(a) hereof), (iii) engage in any other business activity, or (iv) amend its organizational documents with respect to clauses (i), (ii) or (iii). (u)
Sample 1
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Related to Director Consents

  • Payment for Consents No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

  • Payments for Consents Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

  • Authorization; Consents The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue and sell the Securities to the Investor in accordance with the terms hereof. All consents, approvals, orders and authorizations required on the part of the Company in connection with the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and authorizations the failure of which to make or obtain would not have a Material Adverse Effect.

  • Prior Consent No assignment may be consummated pursuant to this Section 11.10 without the prior written consent of Administrative Borrower and Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender), which consent of Administrative Borrower and Agent shall not be unreasonably withheld; provided that the consent of Administrative Borrower shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Lender from its obligations hereunder.

  • Authorization and Consents All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Security Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

  • Other Consents No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • Payment for Consent Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Request for Consent If Tenant desires at any time to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof for which Landlord’s consent is required, it shall first give written notice to Landlord of its desire to do so, which notice shall contain (i) the name of the proposed assignee, subtenant or occupant; (ii) the name and nature of the proposed assignee’s, subtenant’s, or occupant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Assignment or Sublease; and (iv) such financial and other information as Landlord may reasonably request concerning the proposed assignee, subtenant or occupant. Any improvements, additions, or alterations to the Premises or either Building that are required by applicable Laws or are deemed necessary or appropriate by Landlord, in Landlord’s reasonable judgment, as a result of any such Sublease or Assignment including, without limitation, demising walls and/or other improvements, additions or alterations necessary to cause the Premises to be suitable for multiple tenants (all of the foregoing collectively, “Required Sublease Improvements”), shall be installed and provided by Tenant (or, at Landlord’s sole option, by Landlord but at Tenant’s expense), without cost or expense to Landlord. Landlord may condition its consent to any proposed Sublease or Assignment on both (x) the construction of Required Sublease Improvements, and (y) a requirement that funds sufficient, in Landlord’s reasonable judgment, to cause the removal of the Required Sublease Improvements and restoration of the Premises to its condition prior to installation of the Required Sublease Improvements upon the earlier of expiration or termination of the Sublease or Assignment or this Lease be provided by Tenant to Landlord upon Landlord’s approval CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. of such Sublease or Assignment, to be held as additional security for Tenant’s obligations to remove the Required Sublease Improvements upon expiration or earlier termination of this Lease as required by Paragraph 25(a). Tenant shall reimburse Landlord upon demand for any reasonable out-of-pocket expenses incurred by Landlord in connection with such review, including reasonable attorneys’ fees, and such obligation shall be an Additional Charge.

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