Irrevocable Consent. The Company Holder hereby agrees not to modify, revoke or rescind the Written Consent executed by the Company Holder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent executed by the Company Holder or any resolution contained therein or otherwise precluding approval of the Merger, the Merger Agreement or any Related Agreement or the adoption of the Merger Agreement unless and until the Merger Agreement is terminated in accordance with its terms. The Company Holder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any Proceeding, in law or in equity, in any court or before any Governmental Authority, that (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Consent or this Agreement or the execution and delivery of the Merger Agreement and Related Agreements or the consummation of the Merger and the other transactions contemplated thereby or (ii) alleges that the execution and delivery of the Written Consent or this Agreement by the Company Holder, either alone or together with the other consents, voting or stockholder agreements and proxies to be delivered in connection with the Merger Agreement, breaches any fiduciary duty, whether of the Board of Directors of the Company or any member thereof, of any officer of the Company or of any holder of Company Capital Stock or other Company securities.
Irrevocable Consent. Each of the Parties hereby irrevocably and generally consents in respect of any legal action or proceedings arising out of or in connection with this Agreement to the giving of any relief or issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property, assets or revenues whatsoever (irrespective of their use or intended use) of any order, judgment or award which may be made or given in such action or proceeding.
Irrevocable Consent. Any consent given pursuant to the provisions of this Article by any Owner of a Bond shall be irrevocable, and shall be conclusive and binding upon all future Owners of the same Bond delivered upon transfer thereof or in exchange therefor or in replacement thereof.
Irrevocable Consent. Securityholder hereby agrees not to modify, revoke or rescind the Written Consent delivered by Securityholder or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent delivered by Securityholder or any resolution contained therein or otherwise precluding approval of the Merger or the other Transactions, or the adoption of the Merger Agreement, unless and until the Merger Agreement is terminated. Securityholder agrees not to exercise any rights of appraisal that Securityholder may have (whether under Applicable Law or otherwise) or could potentially have or acquire in connection with the Merger.
Irrevocable Consent. Notwithstanding anything to the contrary set forth in Article IV, Section 3(f) of the Certificate, GEFAHI hereby agrees that, from and after the time that GEFAHI ceases to beneficially own more than forty-five percent (45%) of the outstanding shares of Common Stock (the “Acquisitions Operative Date”), the amount set forth in clause (iii) of such Section 3(f) shall be deemed to be $1.0 billion, rather than $700 million, and the definition of “Permitted Acquisition” shall be deemed to have been modified accordingly. Prior to such time, if any, as the Certificate is amended to reflect the foregoing, the holders of all of the outstanding shares of the Class B Common Stock shall be deemed, as a result of the delivery of this instrument, to have irrevocably consented separately as a class, effective as of the Acquisitions Operative Date, to any action or transaction covered by clause (ii) or (iii) of such Section 3(f) that, but for the provisions of this instrument, would have required the prior affirmative vote or written consent of the holders of a majority of the outstanding shares of the Class B Common Stock, voting or consenting separately as a class. Prior to the occurrence of any action or transaction covered by clause (ii) or (iii) of such Section 3(f) that, but for the provisions of this instrument, would have required the prior affirmative vote or written consent of the holders of a majority of the outstanding shares of the Class B Common Stock, voting or consenting separately as a class, GEFAHI shall deliver, at Genworth’s request, a written consent in its capacity as the holder of all of the outstanding shares of the Class B Common Stock confirming that it has consented separately as a class to any such action or transaction.
Irrevocable Consent. Stockholder agrees that it, he or she will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any Legal Proceeding, in law or in equity, in any court or before any Governmental Body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of the Seller Stockholder Consent or this Agreement or the execution and delivery of the Purchase Agreement and or any Stockholder Related Agreement or the consummation of the Transactions or any of the transactions contemplated by this Agreement, the Purchase Agreement or any Stockholder Related Agreement, or (ii) alleges that the execution and delivery of the Stockholder Consent (if applicable), or this Agreement by Stockholder, either alone or together with the other Stockholder consents or voting or stockholder agreements and proxies to be delivered in connection with this Agreement or the execution of the Purchase Agreement, breaches any fiduciary duty, whether of the Seller board of directors or any member thereof, of any officer of the Seller.
Irrevocable Consent. Prior to the Expiration Time, Stockholder hereby agrees not to modify, revoke or rescind the Written Consent or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Written Consent or any resolution contained therein or otherwise precluding approval of the Merger, the Transactions, any Transaction Document or the adoption of the Merger Agreement. Stockholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of the Written Consent or this Agreement or the execution and delivery of the Merger Agreement and Transaction Documents or the consummation of the Merger and the other Transactions or (ii) alleges that the execution and delivery of the Written Consent or this Agreement by Stockholder, as applicable, either alone or together with the other written consents or stockholder agreements to be delivered in connection with the execution of the Merger Agreement, breaches any fiduciary duty, whether of the Board or any member thereof, of any officer of the Company or of any holder of Company Capital Stock or other Company securities.
Irrevocable Consent. If Holder has not previously done so, concurrently with the execution and delivery of this Agreement, Holder shall deliver to Purchaser a duly executed written consent in the form attached hereto as Exhibit A (the "Seller Stockholder Written Consent"). Holder hereby agrees not to modify, revoke or rescind the Seller Stockholder Written Consent or any resolution contained therein and further agrees not to adopt any resolutions modifying, rescinding or revoking the Seller Stockholder Written Consent or any resolution contained therein or otherwise precluding approval of the Asset Purchase, the Purchase Agreement, any Seller Ancillary Agreements or the adoption of the Purchase Agreement, unless and until the Purchase Agreement is terminated pursuant to Article VII thereof. Holder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Entity, which (a) challenges the validity of or seeks to enjoin the operation of any provision of the Seller Stockholder Written Consent or this Agreement or the execution and delivery of the Purchase Agreement and the Seller Ancillary Agreements or the consummation of the Asset Purchase and the Transactions or (b) that the execution and delivery of the Seller Stockholder Written Consent or this Agreement by Holder, as applicable, either alone or together with the other Seller Stockholder Written Consents or voting or stockholder agreements and proxies to be delivered in connection with the execution of the Purchase Agreement, breaches any fiduciary duty, whether of the board of directors of Seller or any member thereof, of any officer of Seller or of any holder of Seller Capital Stock or other Seller securities.
Irrevocable Consent. Immediately following the execution of the Agreement, the Company shall use its best efforts to cause each of the Principal Stockholders other than Granite to execute and deliver to the Company an irrevocable consent substantially in the form of Exhibit E attached hereto (each an "Irrevocable Consent"), wherein each such Person (i) approves and adopts of this Agreement and (ii) agrees that it will not transfer (except for transfers to Affiliates) or relinquish its right to vote any of its Equity Interest in the Company prior to the earlier of the Effective Time or the termination of this Agreement.
Irrevocable Consent
