No Action Without Consent Sample Clauses

No Action Without Consent. Except with respect to the exercise of set-off rights of any Lender in accordance with Section 12.1, the proceeds of which are applied in accordance with this Agreement, and each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Borrowers or any other obligor hereunder or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, at the direction of the Administrative Agent.
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No Action Without Consent. The Company agrees to consult with the ------------------------- Designated Official in writing with respect to any material agreement, arrangement or divestiture of the Company or the LLC. Neither the Company nor the LLC shall take any of the following actions after the date of this Agreement without the prior written consent of the Designated Official: (a) dispose of any assets of the Company or the LLC except for assets with a value of less than $500,000 that are disposed of in the ordinary course of business consistent with reasonable past practices; (b) subject any asset of the Company or the LLC to an Encumb rance, except as paid off at Closing; (c) purchase or commit to purchase any capital asset except in the ordinary course of business consistent with reasonable past practices; (d) enter into or modify any contractual arrangement with directors, officers, managers, employees or consultants, except as provided in the ordinary course of business; (e) increase or announce any increase of any salaries, wages or benefits for directors, officers, managers or employees (except as required in the ordinary course of business; such as anniversary date salary or wage increases consistent with reasonable past practice), or hire, commit to hire or terminate any employee; (f) amend any of its Charter Documents; and (g) issue, sell or repurchase any of its membership interests, capital stock, or other equity interests (collectively, "Ownership Interests"), or make ------------------- any change in its issued and outstanding Ownership Interests, or issue any warrant, option or other right to purchase any Ownership Interests or any security convertible into any Ownership Interests, or redeem, purchase or otherwise acquire any Ownership Interests, or declare or pay any dividends or make any other distribution with respect to its Ownership Interests.
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No Action Without Consent. 94 (B) Not Partners; No Liability......................................... 94 ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS......................... 94 14.1. Successors and Assigns...................................................... 94 14.2. Participations.............................................................. 95 (A) Permitted Participants; Effect..................................... 95 (B) Voting Rights...................................................... 95 (C) Benefit of Setoff.................................................. 95 14.3. Assignments................................................................. 96 (A) Permitted Assignments.............................................. 96 (B) Effect; Effective Date............................................. 96 (C) The Register....................................................... 97 (D) [Reserved]......................................................... 97 14.4. Confidentiality............................................................. 97 14.5. Dissemination of Information................................................ 98 ARTICLE XV: NOTICES.................................................................... 98
Sample 1
No Action Without Consent. ERAS JV shall not take any of the following actions after the date of this Agreement without the prior written consent of Phoenix: (a) sell, assign, transfer or otherwise dispose of any of the Transferred Assets; (b) subject any Transferred Asset to an Encumbrance; (c) increase or announce any increase of any salaries, wages or benefits for Transferring Employees, (except as required in the ordinary course of business; such as anniversary date salary or wage increases consistent with reasonable past practice), or hire, commit to hire or terminate any employee; (d) amend or terminate any Transferred Contract; (e) solicit or entertain any offer for, or sell or agree to sell, or participate in any business combination with respect to, any of the Accounting Processing Business; (f) do any act, omit to do any act or permit any act within its control which will cause a material breach or untruth of any Warranty or obligation contained in this Agreement or any obligations contained in any contract; (g) take any action which would have an adverse effect on any ERAS JV Permit.
Sample 1
No Action Without Consent. 99 (B) Not Partners; No Liability........................................................... 99 ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS............................................. 99 Sidley Xxxxxx Xxxxx & Xxxx
Sample 1

Related to No Action Without Consent

  • No Action without Instructions Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

  • No Action No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would: (i) prevent the consummation of any of the transactions contemplated by this Agreement; or (ii) cause the Transaction to be rescinded following consummation.

  • Action Without Meeting Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted.

  • No Settlement Without Consent Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

  • Action Without a Meeting On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be approved by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.

  • No Approvals Required Except for the Registration Statement (as defined in Section 4(a) hereof) and the approval of the Acquired Fund’s shareholders (referred to in Section 6(a) hereof), no consents, approvals, authorizations, registrations or exemptions under federal or state laws are necessary for the consummation by the Acquiring Fund of the Reorganization, except such as have been obtained as of the date hereof.

  • No Consent The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof.

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