Merger Consent. Borrowers have informed Collateral Agent and Lenders that i3 intends to cause Fairway to consolidate, rollup, and merge with or into a newly-created wholly-owned subsidiary named "i3-Fairway, LLC" (or a similar name) formed under the laws of the State of Delaware within sixty (60) days (or such longer period as may be agreed to by Collateral Agent in its reasonable discretion) after the date hereof (the "Merger") which if done without the consent of the Lenders would be a violation of Sections 7.8 and 7.11 of the Loan Agreement. At the request of and as an accommodation to Borrowers, Collateral Agent and Lenders hereby consent to the consummation of the Merger and agree that the consummation of the Merger shall not constitute a Default or Event of Default under the Loan Agreement, subject to satisfaction of the following conditions: (i) the Merger occurs on or before sixty (60) days (or such longer period as may be agreed to by Collateral Agent in its reasonable discretion) from the date hereof, (ii) i3-Fairway, LLC assumes all liabilities of Fairway as part of the Merger, and (iii) i3-Fairway, LLC is joined as a Borrower to the Loan Documents concurrently with the consummation of the Merger.
Merger Consent. Notwithstanding any provision in the Note Purchase Agreement to the contrary, including, without limitation, Sections 9.8, 10.3 and 11.1, ComVest and Medtronic, representing the Requisite Noteholders, hereby consent to the Merger and acknowledge that neither the Merger nor any of the transactions contemplated in the Merger Agreement will constitute an Event of Default under the Note Purchase Agreement.
Merger Consent. For avoidance of doubt, nothing in this Agreement shall imply or be construed as an agreement, acceptance or acknowledgment by New DTV or Greenlady II that the Merger Transactions constitute or result in a Change of Control (as defined in the Credit Agreement). Subject to Section 7.01 hereof, BofA hereby consents to the Merger Transactions for purposes of Section 7.12 of the Credit Agreement, which consent shall, subject to Section 7.01 hereof, be deemed to have been effectively given by BofA as of the time immediately preceding the effective time of the Merger Transactions (determined in accordance with the terms of the Merger Agreement).
Merger Consent. (a) Promptly following the execution and delivery of this Agreement by the parties hereto, the Company shall, in accordance with the DGCL and the Company’s bylaws, obtain, as promptly as practicable, and in any event by no later than 5:00 p.m. (New York time) on the date immediately following the date hereof, the Stockholder Written Consent. Promptly upon receipt of the executed Stockholder Written Consent from sufficient Company Stockholders to secure the Required Vote, the Company shall deliver copies thereof to Parent. The Company will prepare an information statement in form and substance reasonably acceptable to Parent (the “Information Statement”) relating to this Agreement, the Transaction and the transactions contemplated hereby and shall ensure that the Information Statement (i) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) complies with the information requirements of Rule 502 of Regulation D promulgated under the Securities Act (“Rule 502”) and (iii) complies with other applicable Legal Requirements. The Parent shall promptly furnish to the Company information concerning Parent that may be required to satisfy the information requirements of Rule 502 in connection with any action contemplated by this Section 4.4. In addition to the information required pursuant to Rule 502, the Information Statement shall include the unanimous recommendation of the Company Board in favor of this Agreement and the Transaction and the conclusion of the Company Board that the transactions contemplated hereby are advisable and in the best interests of the Company Stockholders and the Company hereby confirms that such unanimous recommendation shall not be withdrawn or amended, and that no Company Board recommendation shall be given in respect of any other Acquisition Proposal.
(b) As soon as practicable after the date hereof, and in no case later than the tenth (10th) Business Day after the date hereof, the Company shall deliver (in any manner permitted by applicable Legal Requirements) to each Company Stockholder the Information Statement and notice of receipt of the Required Vote, together with the notice of dissenters’ rights required pursuant to the DGCL to Company Stockholders who may elect dissenters’ rights under such law. Thereafter, subject to Section 1.1...
Merger Consent. Reference is made to the Consent Regarding RMS Merger, dated February 25, 2009, entered into between Bank and Existing Borrower. Borrowers hereby confirm and agree to perform the covenants and conditions agreed to by Existing Borrower pursuant to such Consent.
Merger Consent. The Loan Parties, the Agents and the Lenders hereby acknowledge and agree that the conditions set forth in those certain consents executed as of May 16, 2017 that require at the closing of the Merger Transactions a payment of at least $35,000,000 be made to the Lenders to reduce the outstanding Obligations are hereby deemed satisfied upon the occurrence of the Sixth Amendment Effective Date (including, without limitation, the conversion set forth in Section 2.01(c) of the Financing Agreement.
Merger Consent. Prior to 5:00 p.m. Eastern Time on the day immediately following the date of this Agreement, the Company will deliver the Merger Consent, which will include, with respect to all of its shares of Company Capital Stock, the consent in writing of each Signatory Stockholder with respect to the approval and adoption of this Agreement and the Contemplated Transactions. As promptly as practicable, and in no event later than ten Business Days after the date of this Agreement, the Company will mail the notices required by Sections 228(e) and 262(d)(2) of the DGCL to the holders of Company Capital Stock entitled to receive such notices. Prior to distributing any notice, consent or other communication pursuant to this Section 6.4, the Acquired Companies will provide such communication to Buyer and provide Buyer with a reasonable opportunity to review and comment thereon.
Merger Consent. By signing this Agreement each Indemnifying Stockholder shall be deemed to have consented to the Merger under Section 251 of the DGCL.
Merger Consent. Subject to Section 6.4(d) (Change in Recommendation; Termination), the Company, acting through the Company Board, shall, subject to and in accordance with its certificate of incorporation and bylaws, use its reasonable best efforts to seek immediately following the execution of this Agreement and promptly obtain the Required Company Stockholder Approval. The Company shall comply with the DGCL, the bylaws and the certificate of incorporation of the Company and the Exchange Act (including Regulation 14C and Schedule 14C promulgated thereunder) in connection with the Stockholder Written Consent, including by (i) delivering the Information Statement to the stockholders of the Company as required pursuant to the Exchange Act and (ii) giving prompt notice of the taking of the actions described in the Stockholder Written Consent in accordance with Section 228 of the DGCL to all stockholders of the Company not executing the Stockholder Written Consent and providing a description of the appraisal rights of the stockholders of the Company available under Section 262 of the DGCL and any other disclosures with respect to appraisal rights required by Delaware Law (it being understood that the delivery of the Information Statement to the stockholders of the Company shall constitute such notice).
Merger Consent. Promptly following the execution and delivery of this Agreement by the parties hereto, the Company shall, in accordance with the DGCL and the Company’s bylaws, take all action necessary to seek and obtain, as promptly as practicable, and in any event by no later than 5:00 p.m. (New York time) on the date immediately following the date hereof, the adoption and approval of this Agreement and the Merger by irrevocable written consent of the holders of a majority of the Company Common Stock in the form attached hereto as Exhibit C (the “Merger Consent”).
