Noteholder Consents Sample Clauses

Noteholder Consents. Each Series 2009-2 Noteholder, upon acquisition of a Series 2009-2 Note, will be deemed to agree and consent to (i) the execution of a Supplemental Indenture to the Base Indenture substantially in the form of Exhibit J of this Series Supplement, (ii) the execution of an amendment to the Collateral Agency Agreement substantially in the form of Exhibit K of this Series Supplement, (iii) the execution of an amendment to the HGI Purchase Agreement substantially in the form of Exhibit L of this Series Supplement, and (iv) the execution of an amendment to the HVF Lease substantially in the form of Exhibit M of this Series Supplement, in each case, together with any changes to such forms that do not adversely affect the Series 2009-2 Noteholders in any material respect as evidenced by an Officer’s Certificate of HVF. Such deemed consent will apply to each proposed amendment set forth in Exhibits J, K, L, and M of this Series Supplement individually, and the failure to effect any of the amendments set forth therein will not revoke the consent with respect to any other amendment.
Sample 1
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Noteholder Consents. SPC shall have received consents of ------------------- the Required Holders, as defined in the Note and Guarantee Agreement, dated as of September 24, 1993, among Jefferson Smurfit Group, plc, Smurfit International B.V., SPC and the noteholders named therein (the "Note Agreement"), to an amendment to the Note Agreement permitting the conversion of SPC into a Delaware limited liability company or other liquidation of SPC for federal income tax purposes as contemplated hereby.
Sample 1
Noteholder Consents. The Noteholder Consents shall have been obtained on terms described in the Consent Solicitation materials and the related amendments described in the Consent Solicitation Materials shall have become operative.
Sample 1
Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document. 7.2 Absence of Alternative Consideration. No consideration (including any modification of any Transaction Document) shall be offered or paid to to any Noteholder electing to exchange Indebtedness for Shares unless the same consideration is also offered to all Noteholders. 7.3
Sample 1
Noteholder Consents. The consents of the holders of each outstanding issue of Notes required to amend the Indentures as described in the Consent Solicitation Statement dated April 14, 1997 as amended and supplemented by the Supplemental Consent Solicitation Statement dated June 4, 1997 (collectively, the "Consent Solicitation Materials") shall have been obtained on the terms described in the Consent Solicitation Materials and such amendments shall have become operative. Such consents are referred to herein as the "Noteholder Consents."
Sample 1
Noteholder Consents. The Company shall use its best efforts to cause (i) each holder of the outstanding 5% Senior Convertible Notes of the Company to execute and deliver a Consent, Waiver and Forbearance Agreement (a “5% Noteholder Agreement”), substantially in the form attached hereto as Exhibit G-1 and (ii) each holder of the outstanding Senior Secured Convertible Notes of the Company to execute and deliver a Consent, Waiver and Forbearance Agreement (a “Secured Noteholder Agreement”), substantially in the form attached hereto as Exhibit G-2.
Sample 1
Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document.
Sample 1
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Related to Noteholder Consents

  • Noteholder Consent For any amendment to this Agreement or any other Transaction Document requiring the consent of the Noteholders, the Owner Trustee will notify the Indenture Trustee to request consent from the Noteholders and follow its reasonable procedures to obtain consent.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Noteholder Communications; Noteholder Actions (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

  • Approvals; Consents Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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