Negative Consent. For purposes of any consent sought by the General Partner pursuant to any provision of this Agreement requiring the vote or consent of the Partners (whether in respect of an amendment, waiver or otherwise), the General Partner may require a response within a specified time (which shall not be less than 10 Business Days) from a Partner and the failure of such Partner to respond within such specified time shall constitute consent of such Partner to the proposed amendment, waiver or other action, except as otherwise prohibited by law.
Negative Consent. Notwithstanding anything to the contrary in the Company Documents, the Company hereby agrees that, in the event that the GSRP Board or the Company requests the consent or approval of the Investor for any proposed action, the Investor shall be provided 15 calendar days to respond, after which the Company will send two follow up communications over the course of the following 20 days requesting the consent or approval of such proposed action. If the Investor fails to respond within 45 calendar days of the initial communication that it either (i) consents or approves of such action or (ii) does not consent or approve of such action, then the Investor will be deemed to have consented to or approved such proposed action.
Negative Consent. The Subscriber hereby agrees that if the Subscriber is asked to consent to any proposed amendment of the offering terms in the Memorandum and written notice of such proposed amendment is given to the Subscriber in accordance with the notice provisions of the Articles of Association, the Subscriber shall be deemed to have consented to the proposed amendment if the Subscriber does not affirmatively object in writing to such proposed amendment within twenty (20) days (or such shorter time as may be determined by the Directors in their discretion) after such notice is received or deemed to have been received in accordance with the notice provisions of the Articles of Association.
Negative Consent. Neither the Venture nor any Venturer without the ---------------- prior written consent of Paddlewheels shall approve any action that (a) amends, modifies or otherwise changes (i) the method of calculation of Net Realized Value pursuant to Section 10.5 below or (ii) Paddlewheels' right to receive 10% of Net Realized Value pursuant to Section 10.5 below, or (b) transfers, all or a portion of, the JV Interests held by HCS I or HCS II to an Affiliate thereof unless such applicable Affiliate consents in writing to be bound by the terms of Sections 6.1 and 10.2 hereof.
Negative Consent. 4.1 If Secured Creditors representing in aggregate at least 25 per cent. of the Senior Voting Debt do not object to the Proposed Amendment in the manner described in paragraph 4.2 below (and therefore the Objection Threshold is not met) before the end of the Decision Period (as defined in paragraph 3.8 above), the Ordinary Resolution will be passed and, upon the Security Trustee notifying the Secured Creditors of the result of the Ordinary Resolution, the conditions set out in paragraph 5 (Ordinary Voting Matters) of schedule 2 (STID Decision Making Protocol) to the STID will be deemed to have been duly satisfied.
Negative Consent. 4.1 Unless Secured Creditors representing in aggregate at least 25 per cent. of the Senior Voting Debt object to the O&M Consent Request in the manner described in paragraph 4.2 below (and therefore the relevant Objection Threshold is met) before the end of the Decision Period (as defined in paragraph 3.8 above), the Ordinary Resolution will be passed and, upon the Security Trustee notifying the Secured Creditors of the result of such Ordinary Resolution, the conditions set out in paragraph 5 (Ordinary Voting Matters) of schedule 2 (STID Decision Making Protocol) to the STID will be deemed to have been duly satisfied.
4.2 Secured Creditors are requested to consider and to the extent any Secured Creditor objects to the O&M Consent Request, vote against the O&M Consent Request in accordance with the STID Voting Request, which will be delivered or made available to them by the Security Trustee promptly following receipt of this STID Proposal (and, in any event, not later than three Business Days thereafter). For the avoidance of doubt, if a Secured Creditor does not object to the O&M Consent Request it is not required to take any action.
4.3 Provided that the Objection Threshold is not met, then the Ordinary Resolution will be passed in accordance with and upon satisfaction of the conditions set out in paragraph 5 (Ordinary Voting Matters) of schedule 2 (STID Decision Making Protocol) to the STID, and the Security Trustee will give its consent to the O&M Consent Request by countersigning this STID Proposal. The O&M Consent Request will be effected by the execution by the Security Trustee (in its own capacity and on behalf of the Secured Creditors pursuant to clause 22.5 (Effectiveness) of the STID) and the Obligors of an amendment deed to the MDA as soon as reasonably practicable, and (unless otherwise agreed between the Security Trustee and the Issuer) in any event not later than ten Business Days after the passing of the Ordinary Resolution, and, pursuant to clause 22.2(l) (Amendments and Waivers: Common Documents, Bond Documents, Hedging Agreements and PBCE Documents) of the STID, such amendment will bind the Obligors and all Secured Creditors (as defined in the MDA) and each of the Obligors and the Secured Creditors (as defined in the MDA) is bound to give effect to them.
Negative Consent. The Agent not having received from Lenders comprising the Required Lenders (as determined in accordance with Section 3.6 of the Existing ABL Credit Agreement) by 5:00 p.m. (Local Time) on the fifth Business Day after the Agent shall have posted this Amendment to all Lenders and the Administrative Borrower written notice that such Required Lenders object to this Amendment; and
Negative Consent. No earlier than 5:00 p.m. New York City time on the Amendment No. 7 Effective Date, five Business Days shall have elapsed since the Posting Date, and within such period, the Required Lenders shall not have delivered to the Administrative Agent written notice that such Required Lenders object to this Amendment.
Negative Consent. The Administrative Agent has not received written notice of objection to this Eleventh Amendment from Lenders comprising the Required Lenders (determined immediately prior to giving effect to this Eleventh Amendment). The Administrative Agent shall notify the Borrower promptly after the Eleventh Amendment Effective Time whether or not the condition set forth in Section 3(b) above has been satisfied. Notwithstanding anything to the contrary contained in the Existing Credit Agreement as amended hereby, (i) each Eurodollar Loan (as defined in the Existing Credit Agreement as in effect immediately prior to giving effect to this Amendment) outstanding on the SOFR Effective Date (each, an “Existing Eurodollar Loan”) shall remain outstanding as such until the expiration of the then-current Interest Period (as defined in the Existing Credit Agreement as in effect immediately prior to giving effect to this Amendment) applicable to such Existing Eurodollar Loan, in accordance with, and subject to all of the terms and conditions of, the Existing Credit Agreement as in effect immediately prior to giving effect to this Amendment and (ii) interest on each such Existing Eurodollar Loan shall continue to accrue to, and shall be payable on, each Interest Payment Date (as defined in the Existing Credit Agreement) applicable thereto until such then-current Interest Period for such Existing Eurodollar Loan ends, in each case in accordance with the Existing Credit Agreement as in effect immediately prior to giving effect to this Amendment. From and after the SOFR Effective Date (as defined below), (x) the Borrower shall not be permitted to request that any Lender fund, and no Lender shall fund, any Eurodollar Loan, (y) no Eurodollar Loan may be continued as a Eurodollar Loan and (z) each Existing Eurodollar Loan may be converted to a SOFR Loan or an ABR Loan (each as defined in the Existing Credit Agreement as amended hereby) in accordance with the Existing Credit Agreement as amended hereby.
Negative Consent. For purposes of any consent sought by the General Partner pursuant to any provision of this Agreement requiring the vote or consent of the Partners or the Feeder Fund Investors (whether in respect of an amendment, waiver or otherwise), the General Partner may require a response within a specified time (which shall not be less than 10 Business Days) from a Partner or a Feeder Fund Investor and the failure of such Partner or Feeder Fund Investor to respond within such specified time shall constitute consent of such Partner or Feeder Fund Investor to the proposed amendment, waiver or other action, except as otherwise prohibited by law.
