Exchange and Consent Sample Clauses

Exchange and Consent. (a) Western shall (i) instruct custodians of Existing Securities in Holders’ accounts with respect to which Western has discretionary authority (the “Discretionary Authority Securities”) to tender or cause to be tendered the Discretionary Authority Securities pursuant to and in accordance with the terms of the Offer and (ii) otherwise use commercially reasonable efforts and act in good faith to cause the Discretionary Authority Securities to be tendered pursuant to and in accordance with the terms of the Offer, in each case as soon as practicable after commencement of the Offer but in any event not later than the Early Tender Date (as defined in the Offer Material). In furtherance of its agreement in the prior sentence, and Exchange Agreement July 15, 2010 not in limitation thereof, Western shall use its commercially reasonable efforts to cause custodians of Discretionary Authority Securities to obtain any Discretionary Authority Securities that are on loan to be returned to such custodian so that such securities may be tendered pursuant to and in accordance with the terms of the Offer.
Sample 1
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Exchange and Consent. (a) Each Holder hereby agrees to validly tender or cause to be tendered pursuant to and in accordance with the terms of the Offer as set forth in the Offer Material attached hereto as Appendix C, not later than the 3rd Business Day after commencement of the Offer pursuant to the Offer Material, the number of Exchange Securities set forth on Appendix A opposite such Holder’s name. Each Holder acknowledges that its obligations to tender or cause to be tendered the Exchange Securities contained herein require such Holder to tender such Exchange Securities in the event that the Issuers change the terms and conditions of the Offer; provided, that following any such change to the Offer the consideration paid to such Holder for such Exchange Securities tendered in the Offer shall be at least equal to the highest consideration paid to any other holder of such Existing Securities for such Existing Securities tendered in the Offer.
Sample 1
Exchange and Consent. Upon the Effective Time, each Series A-1 Holder agrees that it will exchange each share of its Company Preferred Stock for the Preferred Stock Per Share Consideration and no other consideration, notwithstanding any liquidation preference or other rights or preferences of the Company Preferred Stock, as set forth in the Certificate of Designation, as currently in effect, the Company's Certificate of Incorporation, as amended, or any other documents or agreements between the holders of the Company Preferred Stock and the Company. The Series A-1 Holders and the Company consent and agree that upon the Effective Time, the following agreements are terminated and will have no further force and effect: (i) the Exchange Agreement dated as of May 7, 2001, among the Company, TWCP and certain of its affiliates and RKB Capital, L.P., (ii) the letter agreement regarding future treatment of Company Preferred Stock dated May 7, 2001 among the Company, TWCP and certain of its affiliates and RKB Capital, L.P. and (iii) the Registration Rights Agreement dated as of February 23, 2000 among the Company, the Founders and Investors described therein, TWCP and certain of its affiliates and RKB Capital, L.P., as amended (the "Registration Rights Agreement"). As used in this Section 4, termination of the Registration Rights Agreement means that the Registration Rights Agreement is deemed to be amended to terminate the rights and obligations of the Purchasers (as defined in the Registration Rights Agreement) and any holders of the Securities (as defined in the Registration Rights Agreement).
Sample 1
Exchange and Consent. (a) Manager hereby agrees, on behalf of the Holders, to validly tender or cause to be tendered pursuant to and in accordance with the terms of the Offer, as soon as practicable after commencement of the Offer but in any event not later than the Early Tender Date (as defined in Offer Material); provided, that in the event Manager and the Holders are no longer required to comply with the foregoing due to changes in the exchange offers by the Issuers that cause the exchange offers to no longer qualify as the “Offer” as defined herein, or the Exchange Agreement July 15, 2010 termination of this Agreement in accordance with its terms, they may at their election withdraw any Exchange Securities previously tendered and Consents previously provided. Notwithstanding the foregoing or anything to the contrary herein, each Holder may transfer the Exchange Securities upon obtaining the prior written consent of EFH Corp., such consent not to be unreasonably withheld, and subject to the transferee’s agreement in writing to be bound by all the terms of this Agreement as if such transferee had originally executed this Agreement by executing a joinder agreement in the form attached hereto as Appendix D.
Sample 1
Exchange and Consent 
Sample 1

Related to Exchange and Consent

  • Exchange and Transfer 8 SECTION 4.02. Treatment of Holders of Warrant Certificates...................9 SECTION 4.03.

  • Waiver and Consent No consent or waiver, express or implied, by either party to or of any breach or default by the other party of any or all of its obligations under this Agreement will be valid unless it is in writing and stated to be a consent or waiver pursuant to this section.

  • Agreements and consents The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.

  • 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;

  • Affirmation and Consent The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by each of the Loan Parties (other than the Borrowers).

  • Amendments and Consents This Agreement may be modified or amended only by the Member.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Amendments, Waivers and Consents Neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, the Required Lenders and the Borrower, provided, however, that:

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell ______________ Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each Seller hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the

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