Notice or Consent Sample Clauses

The Notice or Consent clause establishes the requirement for one party to formally notify or obtain approval from the other party before taking certain actions under the agreement. Typically, this clause outlines the methods by which notice must be given—such as in writing or via email—and may specify timeframes for response or consent. Its core practical function is to ensure transparency and communication between parties, preventing unilateral decisions that could affect the rights or obligations of either side.
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Notice or Consent. Except as may have been given or obtained, no notice to or consent or approval of any governmental body or authority or other third party whatsoever (including, without limitation, any other creditor) is required in connection with the execution, delivery or performance by Grantor of this Agreement.
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Notice or Consent. If immediately following the consummation of a contemplated Subsequent Placement by the Company following the Closing Date in which the consideration per share of Common Stock is less than $1.25 per share (as adjusted for stock splits, stock dividends, stock combinations and other similar transactions that occur with respect to the Common Stock after the date of this Agreement) (or deemed less than $1.25 per share (as adjusted for stock splits, stock dividends, stock combinations and other similar transactions that occur with respect to the Common Stock after the date of this Agreement) in the case of a Convertible Security as determined in accordance with Section 4(i)(iii) below) (a “Dilutive Subsequent Placement”), (1) the Number of Shares Issued Below the Conversion Price is less than 33% of the Number of Shares Deemed Outstanding, then the Company shall not consummate such Dilutive Subsequent Placement unless (x) the Company has provided notice of such Dilutive Subsequent Placement to the Investor at least one (1) Business Day prior to the consummation of such Dilutive Subsequent Placement (without implication that the contrary would otherwise be true, the consent of the Required Holders shall not be required to consummate such Dilutive Subsequent Placement) or (y) such Dilutive Subsequent Placement involves the issuance of Excluded Securities; (2) the Number of Shares Issued Below the Conversion Price is greater than 25% of the Number of Shares Deemed Outstanding but less than 33% of the Number of Shares Deemed Outstanding, then the Company shall not consummate such Dilutive Subsequent Placement unless (x) the Company has obtained the prior written consent of the Required Holders or (y) such Dilutive Subsequent Placement involves the issuance of Excluded Securities; or (3) the Number of Shares Issued Below the Conversion Price is greater than 33% of the Number of Shares Deemed Outstanding, then the Company shall not consummate such Dilutive Subsequent Placement unless (x) the Company has obtained the prior written consent of the Required Holders or (y) such Dilutive Subsequent Placement involves the issuance of Excluded Securities.
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Notice or Consent. Except as set forth in Schedule 4.2.4, Seller is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the other Seller’s Closing Documents or the consummation or performance of any of the transactions contemplated by this Agreement, and Buyer is not required to give notice to or obtain any Consent from any Person in connection with any Land Contract.
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Notice or Consent. 13.1 Forthwith upon receipt by TRKK of a request from the Collateral Agent under Section 11 hereof, TRKK shall (i) give notice of the assignment of the Accounts Receivable to the debtors thereof or (ii) obtain consents without objection from the debtors thereof, in either such case expressed in an instrument certified as to date (KAKUTEI HIZUKE). In such case, TRKK shall promptly submit to the Collateral Agent (x) documents verifying the giving or receipt of all such notices or consents, (y) the executed originals of the agreements, contracts or other instruments under which such Accounts Receivable were created and (z) such other documents as may be legally or practically necessary for the Collateral Agent to collect all amounts payable under such Accounts Receivable (such agreements, contracts, instruments and documents being hereinafter referred to as the "Pertinent Documents"). 13.2 Notwithstanding the provisions of Section 13.1 hereof, the Collateral Agent may, whenever it deems necessary, require TRKK to deliver the Pertinent Documents to it forthwith. 13.3 As soon as practicable, but in any event within 30 days, after execution of this Agreement, TRKK shall deposit with the Collateral Agent forms of notice of assignment of the Accounts Receivable from TRKK to the debtors thereof (executed and sealed by TRKK) substantially in the form attached hereto (together with an English translation thereof) as Schedule V and in such number as may be designated by the Collateral Agent. If the Collateral Agent deems it necessary for the protection of the interests of the Secured Parties due to TRKK's financial difficulties, it may fill in all pertinent matters on such deposited forms on behalf of TRKK and give notices of assignment of the Accounts Receivable under the name of TRKK to debtors using the completed forms, and may also, as agent of TRKK, give notices of assignment of the Accounts Receivable to the debtors thereof in any other manner permitted by law. 13.4 Without prejudice to the generality of the provisions of Section 5.09 (c) and (d) of the Credit Agreement, in the event that the new Japanese law, the ▇▇▇▇ of which was entitled "the ▇▇▇▇ of Special Rules of the Civil Code regarding Method of Perfection of Assignment of Credit" and approved by the Cabinet meeting and submitted to the Diet in 1998, comes into effect as a new law, TRKK shall take any and all steps deemed necessary or advisable by the Collateral Agent and/or the Lenders to perfect the s...
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Notice or Consent. Except as set forth in Section 4.13(h) of the Disclosure Letter and notifications and consents required for the transfer of HSE Permits, neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any notification to or consent of any Governmental Authority or the undertaking of any investigations or remedial actions pursuant to HSE Laws.
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Notice or Consent. Any notice or consent required herein to be obtained from or given by City (or Director) may be given by Director unless otherwise provided. Consent of City or Airline when required herein shall not be unreasonably withheld, delayed or conditioned.
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Related to Notice or Consent

  • Request for Consent If Tenant seeks to make a Transfer, Tenant shall notify Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not more than one hundred eighty (180) days) prior to the proposed commencement date of the Transfer (the “Proposed Effective Date”) the following information and documents (the “Tenant’s Notice”): (i) a description of the portion of the Premises to be transferred (the “Subject Space”); (ii) all of the terms of the proposed Transfer including without limitation, the Proposed Effective Date, the name and address of the proposed Transferee, and a copy of the existing or proposed assignment, sublease or other agreement governing the proposed Transfer; (iii) current financial statements of the proposed Transferee certified by an officer, member, partner or owner thereof, and any such other information as Landlord may then reasonably require, including without limitation, audited financial statements for the previous three (3) most recent consecutive fiscal years; (iv) the Transfer Plans and Specifications (defined below), if any; and (v) such other information as Landlord may then reasonably require. Tenant shall give Landlord the Tenant’s Notice by registered or certified mail addressed to Landlord at Landlord’s Address specified in the Basic Provisions. Within fifteen (15) business days after Landlord’s receipt of the Tenant’s Notice (the “Landlord Response Period”) Landlord shall notify Tenant, in writing, of its determination with respect to such requested proposed Transfer and the election to recapture as set forth below. If Landlord does not elect to recapture pursuant to the provisions hereof and Landlord does consent to the requested proposed Transfer, Tenant may thereafter assign its interests in and to this Lease or sublease all or a portion of the Premises to the same party and on the same terms as set forth in the Tenant’s Notice. If Landlord fails to respond to Tenant’s Notice within Landlord’s Response Period, then, after Tenant delivers to Landlord fifteen (15) business days written notice (the “Second Response Period”) and Landlord fails to respond thereto prior to the end of the Second Response Period, the proposed Transfer shall then be deemed approved by Landlord.

  • Payment for Consent Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

  • Request for Waiver A. Prior to submission of a request for a partial or total waiver, Bidder/Contractor shall speak to the Designated Contacts of the OGS Office of Minority- and Women-Owned Business Enterprises for guidance. B. In accordance with 5 NYCRR § 142.7, a Bidder/Contractor who is able to document good faith efforts to meet the goal requirements, as set forth in clause VII below, may submit a request for a partial or total waiver on Form BDC 333, accompanied by supporting documentation. A Bidder may submit the request for waiver at the same time it submits its MWBE Utilization Plan. If a request for waiver is submitted with the MWBE Utilization Plan and is not accepted by OGS at that time, the provisions of clauses V(C), (D) & (E) will apply. If the documentation included with the Bidder’s/Contractor’s waiver request is complete, OGS shall evaluate the request and issue a written notice of acceptance or denial within twenty (20) business days of receipt. C. Contractor shall attempt to utilize, in good faith, any MBE or WBE identified within its MWBE Utilization Plan, during the performance of the Contract. Requests for a partial or total waiver of established goal requirements made subsequent to Contract award may be made at any time during the term of the Contract to OGS, but must be made no later than prior to the submission of a request for final payment on the Contract. D. If OGS, upon review of the MWBE Utilization Plan and Monthly MWBE Contractor Compliance Reports determines that Contractor is failing or refusing to comply with the contract goals and no waiver has been issued in regards to such non-compliance, OGS may issue a notice of deficiency to the Contractor. The Contractor must respond to the notice of deficiency within seven (7) business days of receipt. Such response may include a request for partial or total waiver of MWBE contract goals.

  • Payments for Consent The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.