Investor Consents. For so long as (i) the Investors, together with their respective Affiliates, beneficially own in aggregate at least 7,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) or (ii) at least $7,000,000 in aggregate principal amount outstanding under the Secured Promissory Notes, the Company shall not, without the prior written consent of Investors owning in the aggregate in excess of 50% of (x) the then outstanding shares of Series A Preferred Stock held by Investors or (y) the principal amount outstanding under the Secured Promissory Notes, as applicable, incur any Indebtedness other than Permitted Indebtedness.
Investor Consents. The Investor agrees that Xxxxxxx and its related parties:
a. Are free to provide similar services to others;
b. May enter into any relationship or transaction with the Investor or any other person;
c. May acquire, dispose of or otherwise deal with any securities or other obligation of the issuer of any security, whether for its own account or otherwise;
d. Are not obliged to disclose to the Investor anything which comes to its notice unless expressly required to do so under this agreement; and
e. When appointing an agent or sub-custodian under clause 6.7, may appoint a related body corporate as the agent or sub-custodian.
Investor Consents. The parties hereto acknowledge and agree that, notwithstanding anything contained in this Agreement or the Demerger Agreement to the contrary, the Investor’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) shall be required for (i) any agreement between the Company and Prudential, pursuant to Clause 5.3 of the Demerger Agreement, to exclude any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company from the settlement and payoff provisions of Clause 5.3 of the Demerger Agreement, (ii) any consent, agreement or other action under the Demerger Agreement that would result in the Company being responsible for any matter relating to the Prudential Business in contravention of Clause 7.1 of the Demerger Agreement, (iii) any sharing arrangement with respect to agreements or contractual arrangements with third parties that relate to both the Prudential Business and the Xxxxxxx Business that is entered into between any Prudential Group Company and any Xxxxxxx Group Company pursuant to Clause 9.4 of the Demerger Agreement, (iv) any allocation to any Xxxxxxx Group Company or any Prudential Group Company, pursuant to Clause 16 of the Demerger Agreement, of any property, business or other assets or rights not exclusively used in the Xxxxxxx Business or the Prudential Business, (v) any agreement between the Company and Prudential to include any obligation, claims, liabilities or expenses of or incurred by any Xxxxxxx Group Company as an Excluded Prudential Business Liability, (vi) any written agreement between the Company and Prudential that would result in the Company being responsible for any Costs incurred by Prudential pursuant to Clause 18.2 of the Demerger Agreement or (vii) any amendment to any material provision of the Demerger Agreement and any waiver by the Company of any material rights or obligations under the Demerger Agreement.
Investor Consents. Each Investor consents: (i) to the disclosure of certain information to the Canadian Securities Exchange (the “CSE”) as required to be included in the CSE Form 9 - Notice of Issuance or Proposed Issuance of Securities (“Form 9”) in connection herewith; and (ii) to the collection, use and disclosure of the information by the CSE in the manner and for the purposes described in Appendix A of Form 9 or as otherwise identified by the CSE, from time to time. The Investor also consents to the disclosure of information as may be required by one of more Canadian securities regulatory authorities including pursuant to the filing of a report of exempt distribution.
Investor Consents. Except for the amendment to the Company's Certificate of Incorporation described in item (a) of Schedule 2.3 and the amendments to the Company's Bylaws described in Section 5.8, from and after the First Closing Date, the Company shall not, without the prior written consent of the Investor, (a) amend or modify its Certificate of Incorporation or Bylaws, or (b) take any action that adversely alters or changes the rights, preferences or privileges of the Common Stock or any rights of the Investor, including without limitation, the creation, authorization or issuance of shares of any class or series of capital stock having voting rights, rights as to dividends or rights upon liquidation that are senior or prior to the Common Stock.
Investor Consents. Use commercially reasonable efforts to obtain tax equity consents from the Investor in each of the [***], [***], [***] and [***] Subject Funds in form and substance acceptable to the Majority Group Agents. For the avoidance of doubt, the use of “commercially reasonable efforts” shall not require the Borrower or any other Person to offer, pay or agree to any fee, compensation or other economic incentive or to otherwise agree to any amendment or modification of any Project Document in connection with any tax equity consent referred to in the immediately preceding sentence.
Investor Consents. So long as the equity shares of the Company are not traded on either the Nasdaq National Market or a Stock Exchange, the Company, without the written consent of a majority of the equity shares then held by the Investors, shall not:
(a) pay any commission to its promoters, directors, managers or other persons for furnishing guarantees, counter guarantees or indemnities or for undertaking any other liability in connection with any financial assistance obtained for or to the Company.
(b) undertake any new project, diversification modernization or substantial expansion of its existing projects, The word "substantial" shall have the same meaning as under the Industries (Development and Regulation) Act, 1951.
(c) issue any debentures, raise any loans, accept deposits from public, issue equity or preference capital, change its capital structure or create any charge on its assets or give any guarantees. This provision shall not apply to normal trade guarantees or temporary loans and advances granted to staff or contractors or suppliers in the ordinary course of business or to raising of unsecured loans, overdrafts, cash credit or other facilities from bank in the ordinary course of business. Additionally, the Company shall not sanction any loans to any of its Directors or to any persons having substantial managerial powers.
Investor Consents. Promptly take all actions necessary to obtain or make the Investor Consents and Filings.
Investor Consents. Unless expressly contemplated by this Agreement or the Amended Registration Statement, from and after the date hereof until the Resale Registration Statement becomes effective, the Partnership shall not, without the prior written consent of the Investors (which will not be unreasonably withheld, conditioned or delayed):
(a) amend or modify its Partnership Agreement or Employment Agreements;
(b) take any action that adversely alters or changes the rights, preferences or privileges of the Common Units or any rights of the Investors, including, without limitation, the creation, authorization or issuance of shares of any class or series of capital stock having voting rights, rights as to dividends or rights upon liquidation that are senior or prior to the Common Units;
(c) make any payments to any Partner, including, without limitation any dividends or distributions, other than reimbursement of costs and expenses and payments of cash distributions as contemplated in the Partnership Agreement;
(d) authorize or effect the issuance by the Partnership of any partnership interests (including any convertible or exchangeable security or any option or warrant to acquire partnership interests), other than the securities referred to in Schedule 3.3(d);
(e) authorize or effect (i) any sale, lease, transfer or other disposition of all or substantially all of the assets of the Partnership; (ii) any merger or consolidation or other reorganization of the Partnership with or into another entity (other than pursuant to the Merger Agreement), (iii) the acquisition by the Partnership of another entity by means of a purchase of all or substantially all of the capital stock or assets of such entity (other than pursuant to the Merger Agreement) or (iv) a liquidation, winding up, dissolution or adoption of any plan for the same;
(f) other than net profits interests that may be purchased by the Partnership from Ensource Reserves Management, LLC, enter into any transaction, other than employment agreements on a basis consistent with past practice, with any officer, director or beneficial owner of five percent (5%) or more of the Partnership Interests of the Partnership or any Affiliate of any of the foregoing;
(g) authorize or effect any change in senior management of the Partnership or in the compensation thereof or amend any employment agreement or arrangement related to any member of senior management;
(h) approve or effect any changes in the Partnership’s accounting methods or pol...
Investor Consents. At or prior to such Sale Date, the Purchaser shall have reasonably approved and accepted all Investor Consents required to effectuate the purchase of the Servicing Rights as contemplated hereunder and no Investor Consents contains any term or condition that would be expected to adversely affect the value of the Servicing Rights to Purchaser or impose any cost or obligation on Purchaser not normally imposed in the ordinary course of a transfer of servicing rights.
